As Filed with the Securities and Exchange Commission on June 25, 2004
Registration No. ____________
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
__________________________________
CENUCO, INC.
(Exact name of registrant as specified in its charter)
__________________________________
DELAWARE 6770 75-2228820
(State or Other Jurisdiction (Primary Standard Industrial (I.R.S. Employer
of Incorporation or Classification Code Number) Identification No.)
Organization)
__________________________________
6421 CONGRESS AVENUE, SUITE 201
BOCA RATON, FLORIDA 33487 (561) 997-2602
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
__________________________________
STEVEN M. BETTINGER
PRESIDENT
CENUCO, INC.
6421 CONGRESS AVENUE, SUITE 201
BOCA RATON, FLORIDA 33487
(561) 997-2602
(Name, address, including zip code,
and telephone number, including area code, of agent for service)
__________________________________
with copies to:
NEIL S. BARITZ, ESQ.
BARITZ & COLMAN LLP
150 EAST PALMETTO PARK ROAD, SUITE 750
BOCA RATON, FLORIDA 33432
(561) 750-0910
__________________________________
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As
soon as practicable after this Registration Statement is declared effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. |_|
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. |X|
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |_|
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, please check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. |_|
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. |_|
CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED AMOUNT TO BE REGISTERED SHARE(1) PRICE (1) REGISTRATION FEE
_____________________ _______________________ __________________ __________________ ________________
Common Stock $.01 par 5,175,000 shares (2) $5.65 $29,238,750 $3,704.55 (3)
value per share
(1) Estimated solely for the purpose of determining the registration fee.
Calculated in accordance with Rule 457(c) under the Securities Act of
1933 based on the average of the high and low prices as reported by the
American Stock Exchange on June 24, 2004.
(2) Includes 2,550,000 shares issuable to selling stockholders upon
exercise of warrants for the purchase of shares of the Registrant's
Common Stock (see "Selling Stockholders").
(3) This amount is the total amount of the registration fee for all
5,175,000 shares being registered.
__________________________________
The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective, on such date as the Commission, acting pursuant to Section 8(a), may
determine.
PROSPECTUS
CENUCO, INC.
Subject to completion, June 25, 2004.
5,175,000 SHARES OF
COMMON STOCK, $.01 PAR VALUE PER SHARE
This prospectus relates to the sale by certain stockholders of ours,
the Selling Stockholders, of up to 5,175,000 shares of our common stock,
including 2,550,000 shares issuable upon the exercise of warrants. If the
warrants are exercised, we will receive the proceeds from such exercise if
payment is made in cash.
On June 25, 2004, the last sale price of our Common Stock was $5.65 per
share, as reported by the American Stock Exchange, or AMEX, under the symbol
"ICU."
INVESTING IN THE COMMON STOCK INVOLVES RISKS. FOR A DISCUSSION OF
CERTAIN FACTORS YOU SHOULD CONSIDER, SEE "RISK FACTORS" BEGINNING ON PAGE 1.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
__________________________________
The date of this prospectus is June 25, 2004
TABLE OF CONTENTS
Page
----
Cenuco, Inc. ............................................................... 1
Risk Factors ............................................................... 1
Market for Our Common Stock ................................................ 6
Forward Looking Statements ................................................. 5
Use of Proceeds ............................................................ 5
Selling Stockholders ....................................................... 5
Plan of Distribution ....................................................... 10
Legal Matters .............................................................. 12
Experts .................................................................... 12
Where You Can Get More Information ......................................... 12
Certain Information We Are Incorporating By Reference ...................... 13
CENUCO, INC.
GENERAL
Founded in 1993 and traded over the American Stock Exchange under the ticker
symbol ICU ("I See You"), Cenuco and its subsidiaries are engaged in two
different business segments.
1. WIRELESS AND REMOTE MONITORING SERVICES: We have pioneered the ability to
transmit live streaming video offering monitoring and security solutions
onto cellular phones, cellular capable Personal Digital Assistants, 802.x
devices, and remote computers. The patent pending core technology has been
productized as a security remote video monitoring family of products for
the retail/consumer, small to large enterprise, government, and homeland
security market sectors. Our cellular remote video monitoring products are
approved for sale to all Federal and military agencies, including the
Department of Homeland Security. We were issued a five-year General
Services Administration Contract number, GS-04F-0025N, in July 2003. We
also develop wireless solutions and web services for the academic, real
estate, and other markets.
2. ON-LINE EDUCATION AND DISTANCE LEARNING: We are engaged in the e-learning
business predominantly focused on international, mid-career professionals
and corporate training markets. We offer a number of certificate and
degree programs in a variety of concentrations to more than 2,000 students
in over 90 countries via the Internet. This business unit, which competes
in a marketplace that is very fragmented and highly competitive,
differentiates itself by focusing on international students currently
underserved by our competitors.
Our executive office is located at 6421 Congress Ave, Suite 201, Boca
Raton, Florida 33487; and our telephone number is (561) 997-2602. We also
maintain an administrative office at 801 Executive Park Drive, Mobile,
Alabama 36606.
RISK FACTORS
THIS OFFERING INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD CAREFULLY CONSIDER THE
RISKS DESCRIBED BELOW AND THE OTHER INFORMATION IN THIS PROSPECTUS BEFORE
PURCHASING OUR COMMON STOCK.
RECENT HISTORY OF UNPROFITABILITY
Our wireless technology division has been in business for two years and we have
only recently introduced our line of wireless video monitoring solutions. Rather
than issue debt, we integrated our wireless product technologies into various
non-education related market segments (security), through reallocation of
existing internal resources (capital and people). As a result, our e-learning
business, through the first six months of FY2003, experienced a 60% decline in
sales and earnings dropped to a loss of $391.9 thousand from a gain of $34.7
thousand. Management believes this is a one-time revenue decline experienced in
the e-learning business segment and anticipates improved results in the coming
months. There can be no assurance that the wireless products currently offered
will be accepted by consumers and offset the declines in the distance learning
business.
EFFECTIVENESS OF INTELLECTUAL PROPERTY
Our pending patent under Patent Application No. 60/514,310 involves
methodologies in using cellular technology for video surveillance and monitoring
and the model of offering streaming video over a cell phone or PDA. Although we
hold intellectual property (IP) concerning our technology that would deter
potential competitors, there can be no assurance that such protection will be
sufficient to protect against all competitors and any new technology
developments. We have developed a comprehensive program for securing and
protecting rights in patentable inventions, trademarks, trade secrets and
copyrightable materials. However, if we are not successful in protecting our
intellectual property, there could be a materially adverse effect on our
business. It is possible that our mobile video transmission patent application
and any other patents could be successfully challenged by one or more third
parties, which could result in our loss of the right to prevent others
1
from exploiting our designs and processes claimed in the patent or the
inventions claimed in any other issued patents. At this point in time there are
no indications that there will be a challenge to our current pending patent.
TRADEMARKS, COPYRIGHTS AND TRADE SECRETS
We regard the protection of our copyrights, service marks, trademarks, trade
dress and trade secrets as critical to our future success. We register our
trademarks and service marks in the United States and internationally, as and
when we deem it necessary. We rely on a combination of laws and contractual
restrictions, such as confidentiality agreements, to establish and protect our
proprietary rights. However, laws and contractual restrictions may not be
sufficient to prevent misappropriation of our technology or deter others from
developing similar technologies. However, effective trademark, service mark,
copyright and trade secret protection may not be obtainable and/or available in
every country in which our services are or may be made available. The lack of
adequate intellectual property protection may have a material adverse effect on
our financial condition, results of operations and future growth prospects.
RELIANCE UPON OFFICERS AND DIRECTORS
We are wholly dependent upon the personal efforts and abilities of our officers
and directors. The loss of or unavailability of the services of our Chief
Executive Officer and President Steven M. Bettinger, our Chairman Robert Picow,
and other key members of management, would have a materially adverse effect on
our business prospects and potential earning capacity. We do not currently carry
insurance to compensate for any such loss; however we have entered into
employment agreements with the aforementioned and other key management personnel
to attempt to ensure continuity of management. Our ability to attract and retain
qualified operational and management personnel is critical to our operations. To
date, we have been able to attract and retain sufficient professional employees
to meet our needs; however, there can be no assurance that this will continue in
the future or that it will be on terms most beneficial to us. If we were unable
to employ the qualified employees needed, then our business would be materially
and adversely affected.
INDUSTRY, ECONOMIC AND MARKET FACTORS
The industry segments in which we operate are subject to numerous risks,
including inability to satisfy commitments, employee misconduct and errors, and
litigation. We are directly affected by national and international economic and
political conditions generally and in particular those affecting the markets for
our products, such as recession, inflation, and the level of interest rates, any
or all of which could have a significant impact on our operations and exacerbate
the risks inherent in our business. There can be no assurance that industry,
economic, market or other factors, over which we have no control, will not
result in significant fluctuations in operating results from period to period or
otherwise have a material adverse effect.
COMPETITION
The industries in which we operate are characterized by intense competition. We
face competition in all aspects of our business and compete directly with
numerous other firms, a significant number of which offer their customers a
broader range of products and services, have substantially greater financial,
personnel, marketing, research and other resources, have greater operating
efficiencies, and have established reputations relating to product offerings and
customer service. There can be no assurance that we will be able to compete
successfully.
LOW BARRIERS TO ENTRY
Our products do not require large capital expenditures for equipment or other
fixed assets. As a result, barriers to entry may be low. If our intellectual
property protection does not prove effective, a firm with limited financial
resources may be able to compete with our product lines.
2
CAPACITY CONSTRAINTS AND SYSTEM FAILURES
Our ability to facilitate operations successfully and provide high quality
customer service depends on the efficient and uninterrupted operation of our
computer and communications hardware systems. If our systems cannot be expanded
to cope with increased demand or fail to perform, we could experience
unanticipated disruptions in service, slower response times, decreased user
satisfaction, or delays in the introduction of new products and services; any of
which could impair our reputation, damage us and our operating brands and
materially or adversely affect our ability to succeed. Publicity about a service
disruption also could cause a material decline in revenue. Our systems and
operations are vulnerable to damage or interruption from human error, natural
disasters, power loss, telecommunication failures, sabotage, computer viruses,
intentional acts of vandalism and similar events. Any system failure that causes
an interruption in service or decreases the responsiveness of our family of
products and services could impair our reputation, damage our brand names and
have a materially adverse effect on our ability to succeed.
RELIANCE ON CERTAIN THIRD PARTY SYSTEMS
We rely on certain third-party computer systems or third-party service
providers, including: multiple ISPs, hardware manufacturers, shipping companies,
telecommunications service providers and others. Any interruption in these
third-party services, or deterioration in their performance, could be disruptive
to our business.
RELIANCE ON THIRD PARTY DISTRIBUTORS, TECHNICAL RESOURCES AND DEVELOPERS
Although we maintain a website on which our products are listed, we primarily
rely upon third party distributors to sell to retail and corporate clientele.
While we currently believe we have good relations with our existing and
potential distributors, damage to such relationships or the loss of any of these
distributors could have a material adverse effect on our reputation, business
prospects and financial results. We rely upon third party developers and
technical resources for certain aspects of outsourced product development and
technical expertise. While we currently believe we have good relations with our
existing and potential developers and technical resources, damage to such
relationships or the loss of the services of any of these entities could have a
material adverse effect on our reputation, business prospects and financial
results.
DEPENDENCE ON THE CONTINUED GROWTH OF BROADBAND AND WIRELESS INTERNET
CONNECTIVITY
Growth in the use of and interest in consumer broadband and wireless Internet
connectivity services may not continue. A sufficiently broad base of consumers
may not adopt, or continue to use, broadband and wireless Internet connectivity.
Demand for and market acceptance of recently introduced products and services
utilizing broadband and wireless Internet connectivity are subject to a high
level of uncertainty. For continued growth, consumers, who historically have
connected to the Internet via dial-up connections, will need to elect to upgrade
to broadband and/or wireless Internet connections to utilize some of our
products. The Internet has experienced, and is expected to continue to
experience, significant growth in the number of broadband and wireless users,
although no assurances thereof can be given. Our success will depend upon the
development and maintenance of the Internet's infrastructure to cope with this
increased connectivity speed and modality. This will require a reliable network
backbone with the necessary speed, data capacity and security, and the timely
development of complementary products, such as high-speed modems and wireless
devices, for providing continued reliable broadband and wireless Internet access
and services. The Internet has experienced a variety of outages and other delays
as a result of damage to portions of its infrastructure and could face such
outages and delays in the future. Outages and delays are likely to affect the
level of Internet usage generally, as well as the ability for customers to
access certain of our products. In addition, the Internet could lose its
viability due to delays in the development or adoption of new standards to
handle increased levels of activity or due to increased government regulation.
3
RAPID TECHNOLOGICAL AND OTHER CHANGES
The markets in which we compete are characterized by rapidly changing
technology, evolving industry standards, frequent new service and product
announcements, introductions and enhancements and changing consumer demands. We
may not be able to keep up with these rapid changes. In addition, these
market characteristics are heightened by the emerging nature of the Internet and
the apparent need of companies from many industries to offer Internet-based
products and services. As a result, our future success will depend on our
ability to adapt to rapidly changing technologies, to adapt our services to
evolving industry standards and to continually improve the performance, features
and reliability of our service in response to competitive service and product
offerings and the evolving demands of the marketplace. In addition, the
widespread adoption of new Internet, wireless, networking or telecommunications
technologies or other technological changes could require us to incur
substantial expenditures to modify or adapt our services or infrastructure.
ONLINE SECURITY BREACHES
The secure transmission of confidential information over the Internet is
essential in maintaining consumer and supplier confidence in our service
offerings. Substantial or ongoing security breaches in our system or other
Internet-based systems could significantly harm our business. We rely on
proprietary and licensed encryption and authentication technologies to effect
secure transmission of confidential information, including credit card numbers
and surveillance video. It is possible that advances in computer capabilities,
new discoveries or other developments could result in a compromise or breach of
the technology we use to protect customer transaction data. We have and will
continue to incur substantial expense to protect against and remedy security
breaches and their consequences. However, we cannot guarantee that our security
measures will prevent security breaches. A party that is able to circumvent our
security systems could steal proprietary information or cause interruptions in
our operations. Security breaches also could damage our reputation and expose us
to a risk of loss and possible liability. We also face risks associated with
security breaches affecting third parties conducting business servicing over the
Internet. Consumers generally are concerned with security and privacy on the
Internet and any publicized security problems could inhibit the growth of the
Internet and, therefore, our service offerings.
REGULATORY AND LEGAL UNCERTAINTIES
The products and services we offer may at some point face regulations by federal
and state governments. Our ability to provide such products and services may at
some point be affected by such regulations. The implementation of unfavorable
regulations or unfavorable interpretations of existing regulations by courts or
regulatory bodies could require us to incur significant compliance costs, cause
the development of the affected markets to become impractical and otherwise
adversely affect our financial performance.
CONSUMER PROTECTION AND RELATED LAWS
All of our services are subject to federal and state consumer protection laws
and regulations prohibiting unfair and deceptive trade practices. We are also
subject to related "plain language" statutes in place in many jurisdictions,
which require the use of simple, easy to read, terms and conditions in contracts
with consumers. Although there are very few laws and regulations directly
applicable to the protection of consumers in an online environment, it is
possible that legislation will be enacted in this area and could cover such
topics as permissible online content and user privacy, including the collection,
use, retention and transmission of personal information. Furthermore, the growth
and demand for online commerce could result in more stringent consumer
protection laws that impose additional compliance burdens on online related
companies. Such consumer protection laws could result in substantial compliance
costs and interfere with the conduct and growth of our business.
BUSINESS QUALIFICATION LAWS
Because our service is available over the Internet in multiple states, and
because we are selling to numerous consumers residing in such states, such
jurisdictions may claim that we are required to qualify to do business as a
foreign corporation in each such state.
4
INTERNATIONAL EXPANSION
We are exploring opportunities for expanding our business into international
markets. It is possible, however, that our products and services will not be
readily adaptable to the regulatory environments of certain foreign
jurisdictions. In addition, there are various other risks including market
acceptability, foreign currency translation and changing political environments.
AUTHORIZATION OF PREFERRED STOCK
Our Certificate of Incorporation authorizes the issuance of 1,000,000 shares of
"blank check" preferred stock with such designations, rights and preferences, as
may be determined from time to time by our Board of Directors. At present, no
shares of "blank check" preferred stock are issued. Accordingly, our Board of
Directors is empowered, without stockholder approval, to issue preferred stock
with dividend, liquidation, conversion, anti-dilution protection, voting, or
other rights that could adversely affect the voting power or other rights of the
holders of Common Stock. In the event of issuance, the preferred stock could be
utilized, under certain circumstances, as a method of discouraging, delaying or
preventing a change in control. Although our Board has no present intention of
issuing any shares of our preferred stock, there can be no assurance that they
will not do so in the future.
POSSIBILITY OF APPLICATION OF "PENNY STOCK" REGULATIONS AND RESTRICTIONS ON
INITIAL AND SECONDARY-BROKER-DEALER SALES
The Securities and Exchange Commission ("SEC") has adopted regulations which
generally define "penny stock" to be any listed, trading equity security that
has a market price less than $5.00 per share or an exercise price of less than
$5.00 per share, subject to certain exemptions. Penny stocks are subject to
certain additional oversight and regulatory requirements. These requirements may
restrict the ability of broker-dealers to sell our common stock and may affect
the ability of our shareholders to sell their securities in the secondary
market.
WARRANTS MAY BE REDEEMED ON SHORT NOTICE
Beginning 30 days from the effective date of a registration statement, certain
of our warrants may be redeemed at a redemption price of $0.10 per Warrant Share
upon 30 days written notice any time the closing bid price (or, if traded on the
American Stock Exchange, the closing price) exceeds, on average, $8 for ten
consecutive trading days. Upon receipt of such notice, the holders of these
warrants will be forced to either exercise or accept the redemption price. In
the event holders choose to exercise, they may choose to sell some of their
shares in order to offset the cost of exercise. Such sales could depress the
market price for our Common Stock. In addition, the exercise of a significant
number of warrants could place a significant number of immediately re-sellable
shares of our Common Stock in the market, which could have a negative effect on
the market price for the Common Stock.
GROWTH MANAGEMENT
We intend to continue to expand our operations rapidly and significantly. Our
potential rapid growth will place significant demands on our management and
other resources which, given the expected future growth rate, is likely to
continue. To manage future growth, we will need to attract, hire and retain
highly skilled and motivated officers and employees and improve existing systems
and/or implement new systems for: (1) sales and sales management; (2)
operational and financial management; and (3) training, integration and
management of the growing employee base. Our failure to effectively manage our
growth could have a material adverse effect on our financial condition and
future prospects.
5
THE PRICE OF OUR COMMON STOCK IS VOLATILE
Our stock price has been and we believe will continue to be volatile. The
stock's volatility may be influenced by the market's perceptions of the security
or educational sectors in general, or other companies believed to be similar to
us or by the market's perception of our operations and future prospects. Many of
these perceptions are beyond our control. In addition, our stock is not heavily
traded and therefore the ability to achieve relatively quick liquidity without a
negative impact on our stock price is limited.
MARKET FOR OUR COMMON STOCK
Our common stock now trades on the American Stock Exchange under the symbol
"ICU." Prior to May 20, 2004, our common stock was quoted on Over-the-Counter
Bulletin Board under the symbol "CNUO." The following table sets forth the high
and low closing prices for our common stock for the periods indicated.
High Low
---- ---
2004
Second Quarter (through June 25, 2004) $6.96 $3.70
First Quarter 5.95 1.15
2003
Fourth Quarter 1.26 0.71
Third Quarter 1.55 1.02
Second Quarter 1.64 0.81
First Quarter 2.00 0.81
2002
Fourth Quarter 2.24 0.45
Third Quarter 0.71 0.42
Second Quarter 0.75 0.32
First Quarter 0.80 0.35
We obtained the information presented above from Nasdaq.com.
FORWARD LOOKING STATEMENTS
This prospectus contains forward-looking statements that involve risks and
uncertainties. These statements relate to future events or our future financial
performance. In some cases, you can identify forward-looking statements by
terminology such as "may," "will," "should," "expects," "plans," "could",
"anticipates," "believes," "estimates," "predicts," "potential" or "continue" or
the negative of such terms or other comparable terminology. These statements are
only predictions and involve known and unknown risks, uncertainties and other
factors, including the risks outlined under "Risk Factors," that may cause our
or our industry's actual results, levels of activity, performance or
achievements to be materially different from any future results, levels or
activity, performance or achievements expressed or implied by such
forward-looking statements.
Although we believe that the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future results, levels of
activity, performance or achievements. We are under no duty to update any of the
forward-looking statements after the date of this prospectus to conform such
statements to actual results.
USE OF PROCEEDS
We will not receive any proceeds from the sale of shares by the Selling
Stockholders. We will receive proceeds from the exercise of warrants if payment
is made in cash. All such proceeds will be used for general corporate purposes.
SELLING STOCKHOLDERS
The following table sets forth certain information regarding the beneficial
ownership of our common stock as of June 25, 2004 and as adjusted to reflect the
sale of our common stock offered hereby, by the Selling Stockholders.
6
Other than as referenced below, and other than Westminster Securities Corp,
Sands Brothers & Co., Ltd., and J.P. Turner & Company, LLC, who were the
placement agents (and selected dealers) in our recent private placement, the
Selling Stockholders, have not had any position, office or other material
relationship within the past three years with us or our affiliates. In addition,
we believe, based on information provided to us by the Selling Stockholders,
that each of the Selling Stockholders has sole voting and investment power with
respect to the shares beneficially owned. For more information regarding the
shares offered, see "Plan of Distribution" below.
Shares
underlying Shares and
Shares Warrants Shares Shares to be
Beneficially Beneficially underlying Beneficially
Owned Prior to Owned Prior Warrants Owned After
Name of Selling Shareholder Offering to Offering Offered (1) Offering
___________________________ ______________ ____________ ___________ ____________
Andrew Revocable Trust UAD
5/4/94 ............................. 50,000 50,000 100,000 0
William R. Marsh ................... 50,000 50,000 100,000 0
Jeffrey Ludwig Trust ............... 50,000 50,000 100,000 0
Loren Skeist & Marlene Marko ....... 15,000 15,000 30,000 0
Jed Kruchten ....................... 25,000 25,000 50,000 0
David T. Klemer .................... 25,000 25,000 50,000 0
Edward F. Schwartz, Jr ............. 10,000 10,000 20,000 0
Scott McNair ....................... 25,000 25,000 50,000 0
Wisialowski Living Trust ........... 10,000 10,000 20,000 0
The Jay Goldman Master LP .......... 100,000 100,000 200,000 0
American High Growth Equities
Retirement Trust ................... 100,000 100,000 200,000 0
Dennis Riese ....................... 25,000 25,000 50,000 0
Donald Gross ....................... 25,000 25,000 50,000 0
Doug Elward ........................ 5,000 5,000 10,000 0
AS Capital Partners LLC ............ 25,000 25,000 50,000 0
John E. Kyees ...................... 5,000 5,000 10,000 0
Louise E. Rehling Trust dtd
3/9/00 ............................. 50,000 50,000 100,000 0
James A. Sobule .................... 5,000 5,000 10,000 0
Gary Rehm & Ruth Rehm, JTWROS ...... 5,000 5,000 10,000 0
John W. Barnum ..................... 25,000 25,000 50,000 0
James W. Honefenger and
Jacqueline A. Armstrong,
JTWROS ............................. 5,000 5,000 10,000 0
Dean R. Morley ..................... 15,000 15,000 30,000 0
Pierre Gougeon ..................... 35,000 35,000 70,000 0
Dale Williams ...................... 10,000 10,000 20,000 0
Benjamin Spiegeland ................ 5,000 5,000 10,000 0
Kenneth M. Spiegeland .............. 15,000 15,000 30,000 0
KBS Partnership .................... 5,000 5,000 10,000 0
Gerald F. Heupel, Jr ............... 25,000 25,000 50,000 0
Steven Mofshin & Sandra
Mofshin, JTWROS .................... 5,000 5,000 10,000 0
James W. Lees ...................... 50,000 50,000 100,000 0
Jeffrey W. Drinnen & Gena C
Drinnen ............................ 10,000 10,000 20,000 0
7
Jerry Gleisner & Ann
Gleisner, JTWROS ................... 2,500 2,500 5,000 0
Richard Prosten .................... 5,000 5,000 10,000 0
Emanuel J. DiTeresi & Rose N
DiTeresi, JTWROS ................... 5,000 5,000 10,000 0
Michael E. Splain and Donna
M.Spain, JTWROS .................... 50,000 50,000 100,000 0
Ralph W. Canter .................... 5,000 5,000 10,000 0
Adelaide M. Martens IRA ............ 10,000 10,000 20,000 0
David C. Wohl Trust dtd
6/18/91 ............................ 5,000 5,000 10,000 0
John W. Eilers ..................... 10,000 10,000 20,000 0
Eugene Freedman .................... 5,000 5,000 10,000 0
Michael O'Connell .................. 5,000 5,000 10,000 0
Kevin O. Narcomy and Brenda
Narcomy ............................ 25,000 25,000 50,000 0
David Parsin ....................... 5,000 5,000 10,000 0
Munosurara Sreenivasan ............. 5,000 5,000 10,000 0
George Simon ....................... 2,500 2,500 5,000 0
Randy Guttenberg ................... 5,000 5,000 10,000 0
Walter Sullivan .................... 50,000 50,000 100,000 0
Michael Brey ....................... 5,000 5,000 10,000 0
James Petrocelli & Dawn
Petrocelli ......................... 5,000 5,000 10,000 0
Stephen T. Childs & Vicki J
Childs ............................. 5,000 5,000 10,000 0
James E. Hines ..................... 15,000 15,000 30,000 0
RoseMarie Goodman, Nancy
Ehrlich and Beverly Liggett ........ 50,000 50,000 100,000 0
Elchak Living Trust ................ 5,000 5,000 10,000 0
Joel W. Feldman & Helene
Feldman ............................ 5,000 5,000 10,000 0
Ulf Stoeckelmann ................... 5,000 5,000 10,000 0
Jan C. Carlen & Birgitta K
Carlen, JTWROS ..................... 5,000 5,000 10,000 0
William L. Schrader ................ 5,000 5,000 10,000 0
Warren R. Marcus ................... 25,000 25,000 50,000 0
Stephen L. Shapiro ................. 5,000 5,000 10,000 0
Don Axelrod ........................ 5,000 5,000 10,000 0
William B. Marcus .................. 5,000 5,000 10,000 0
Cambridge Holdings, Inc. ........... 5,000 5,000 10,000 0
Joseph F. Quinn, Jr ................ 5,000 5,000 10,000 0
James Davidson ..................... 15,000 15,000 30,000 0
George L. Adler & Joel B
Adler .............................. 5,000 5,000 10,000 0
Rod Shapiro ........................ 5,000 5,000 10,000 0
BAW Investments, LP ................ 5,000 5,000 10,000 0
Kevin Unger ........................ 2,500 2,500 5,000 0
Mark Drinkwater .................... 2,500 2,500 5,000 0
Alden Halpern ...................... 5,000 5,000 10,000 0
Scott K. Dunlop & Gaye D
Dunlop ............................. 35,000 35,000 70,000 0
8
David Blanchfield & Buris
Blanchfield, JTWROS ................ 5,000 5,000 10,000 0
Roger H. Maddocks & Carole L
Maddocks ........................... 5,000 5,000 10,000 0
Edward F. Feighan .................. 25,000 25,000 50,000 0
Joseph T. DeComa Jr ................ 10,000 10,000 20,000 0
Roger Weaver & Cathy Weaver ........ 12,500 12,500 25,000 0
Mark S. Rzepczynski ................ 10,000 10,000 20,000 0
Jim Houghton ....................... 2,500 2,500 5,000 0
Kodiak Investments ................. 10,000 10,000 20,000 0
Harold Richard Grisham Living
Trust .............................. 10,000 10,000 20,000 0
Curtis J. Bailey & Dorothy K
Bailey ............................. 5,000 5,000 10,000 0
Robert Picow (2) ................... 7,500 7,500 15,000 0
Patrick E. Kaminski & Barbara
J. Kaminski, JTWROS ................ 5,000 5,000 10,000 0
Reno Investments, LLC .............. 5,000 5,000 10,000 0
Richard Sandusky & Helaine
Sandusky ........................... 5,000 5,000 10,000 0
Thomas Westley ..................... 5,000 5,000 10,000 0
Richard Pence ...................... 5,000 5,000 10,000 0
Peter Debany & Grace Debany ........ 10,000 10,000 20,000 0
Matthew During ..................... 50,000 50,000 100,000 0
C. Mark Eaton ...................... 12,500 12,500 25,000 0
Russell R. Harris & Jan
Johnson Harris ..................... 5,000 5,000 10,000 0
Crypto Corporation ................. 2,500 2,500 5,000 0
Neurnberger Kapitalverwaltung ...... 2,500 2,500 5,000 0
Enrico Deluchi ..................... 5,000 5,000 10,000 0
Mariano Ferrari & Helvecia
Chaile, JTWROS ..................... 5,000 5,000 10,000 0
Krikor S. Sadikian ................. 5,000 5,000 10,000 0
L.W. Houwen ........................ 2,500 2,500 5,000 0
Lighthouse Capital Insurance
Company ............................ 7,500 7,500 15,000 0
Hubert Wieser ...................... 5,000 5,000 10,000 0
Philippe Dumont .................... 7,500 7,500 15,000 0
Stuart James Tomlinson & Jane
Tomlinson .......................... 2,500 2,500 5,000 0
Juan P. Riveroll & Fernanda
Riveroll ........................... 2,500 2,500 5,000 0
JCR Van der Hart ................... 2,500 2,500 5,000 0
Juan Manuel Gutierez Farias
Gutierrez .......................... 2,500 2,500 5,000 0
Ulrich Kuhn ........................ 5,000 5,000 10,000 0
Weezor I LP ........................ 2,500 2,500 5,000 0
Barry Honig (3) .................... 150,000 100,000 250,000 0
GRQ Consultants Inc. (4) ........... 400,000 400,000 800,000 0
Douglas E. Clausen (5) ............. 50,000 -- 50,000 0
SOS Resource Services (6) .......... 350,000 400,000 750,000 0
9
Lara Kleinman ...................... 5,000 -- 5,000 0
Jeff Levine ........................ 25,000 -- 25,000 0
Jeffrey J. McLaughlin (7)(8) ....... 7,813 7,813 15,626 0
John P. O'Shea (7)(8) .............. 35,156 35,156 70,312 0
Daniel Luskind (7)(8) .............. 17,578 17,578 35,156 0
Henry S. Krauss (7)(8) ............. 17,578 17,578 35,156 0
Sands Brothers & Company,
Ltd. (8) ........................... 54,250 54,250 108,500 0
J.P. Turner Partners, LP (8)(9) .... 4,406 4,406 8,812 0
Gary M. Slutsky (9) ................ 6,610 6,610 13,220 0
Howard J. Mofshin (9) .............. 6,609 6,609 13,218 0
(1) Includes shares of common stock and shares of common stock obtainable
upon exercise of warrants.
(2) Mr. Picow became the Chairman of our board of directors on April 22,
2004.
(3) In December 2003, Mr. Honig acquired 100,000 shares of common stock,
together with warrants entitling the holder to purchase up to an
additional 100,000 shares of our common stock, at an exercise price of
$1.00. These warrants expire on December 31, 2008. On May 13, 2004, we
issued an additional 50,000 shares of our common stock to Mr. Honig
for services rendered.
(4) GRQ Consultants is a company owned by Mr. Honig. Mr. Honig is also the
president of GRQ Consultants and maintains sole voting control with
respect thereto. GRQ Consultants entered into a consulting agreement
with us in December 2003. As compensation for its services, GRQ
Consultants received 400,000 shares of our common stock and warrants
to acquire 450,000 additional shares of our common stock at an
exercise price of $1.00 per share. These warrants expire on December
18, 2008.
(5) In April 2004, GRQ Consultants exercised 50,000 of its warrants and
assigned the shares it obtained on such execution to Mr. Clausen.
(6) SOS Resources entered into a 13 month consulting agreement with us on
December 2003. As compensation for its services, SOS Resources
received 350,000 shares of our common stock and warrants to acquire
400,000 additional shares of our common stock at an exercise price of
$1.00 per share. These warrants expire on December 18, 2008.
(7) Employed by Westminster Securities Corp. ("Westminster"), our
placement agent in our recent private placement. In connection
therewith, Westminster received warrants to acquire, in the aggregate,
30 units, each unit consisting of 5,000 shares of our common stock and
warrants acquire an additional 5,000 shares of our common stock, on
the same terms and conditions as offered in the private placement.
Westminster assigned 15.625 units, in the aggregate, to its employees
and 14.375 units, in the aggregate, to certain selected dealers who
participated on the private placement.
(8) Sands Brothers & Co., Ltd. and J.P. Turner & Company, LLC acted as
selected dealers in our recent private placement. In connection
therewith, they received units assigned to them by Westminster, as
detailed in footnote (7).
(9) J.P. Turner & Company, LLC assigned all of the units it received as a
selected dealer to J.P. Turner Partners, LP, and two of its former
registered representatives who were involved in our private placement.
Steven Mofshin and Sandra Mofshin are Howard Mofshin's parents. Mr.
Mofshin disclaims beneficial ownership with respect to their shares or
warrants.
10
PLAN OF DISTRIBUTION
We are registering the shares of common stock (and the shares of common stock
obtainable upon exercise of warrants) on behalf of the Selling Stockholders.
Sales of shares may be made by Selling Stockholders, including their respective
donees, transferees, pledges, assignees or other successors-in-interest directly
to purchasers or to or through underwriters, broker-dealers or through agents.
Sales may be made from time to time on the American Stock Exchange, any other
exchange or market upon which our shares may trade in the future, in the
over-the-counter market or otherwise, at market prices prevailing at the time of
sale, at prices related to market prices, or at negotiated or fixed prices. The
shares may be sold by one or more of, or a combination of, the following
methods:
o a block trade in which the broker-dealer so engaged will attempt to sell
the shares as agent but may position and resell a portion of the block as
principal to facilitate the transaction (including crosses in which the
same broker acts as agent for both sides of the transaction);
o purchases by a broker-dealer as principal and resale by such
broker-dealer, including resales for its account, pursuant to this
prospectus;
o ordinary brokerage transactions and transactions in which the broker
solicits purchases;
o through options, swaps or derivatives;
o in privately negotiated transactions;
o in making short sales or in transactions to cover short sales; and
o put or call option transactions relating to the shares.
The Selling Stockholders may effect these transactions by selling shares
directly to purchasers or to or through broker-dealers, which may act as agents
or principals. These broker-dealers may receive compensation in the form of
discounts, concessions or commissions from the Selling Stockholders and/or the
purchasers of shares for whom such broker-dealers may act as agents or to whom
they sell as principals, or both (which compensation as to a particular
broker-dealer might be in excess of customary commissions). The Selling
Stockholders have advised us that they have not entered into any agreements,
understandings or arrangements with any underwriters or broker-dealers regarding
the sale of their securities.
The Selling Stockholders may enter into hedging transactions with broker-dealers
or other financial institutions. In connection with those transactions, the
broker-dealers or other financial institutions may engage in short sales of the
shares or of securities convertible into or exchangeable for the shares in the
course of hedging positions they assume with the Selling Stockholders. The
Selling Stockholders may also enter into options or other transactions with
broker-dealers or other financial institutions which require the delivery of
shares offered by this prospectus to those broker-dealers or other financial
institutions. The broker-dealer or other financial institution may then resell
the shares pursuant to this prospectus (as amended or supplemented, if required
by applicable law, to reflect those transactions).
The Selling Stockholders and any broker-dealers that act in connection with the
sale of shares may be deemed to be "underwriters" within the meaning of Section
2(11) of the Securities Act of 1933, and any commissions received by
broker-dealers or any profit on the resale of the shares sold by them while
acting as principals may be deemed to be underwriting discounts or commissions
under the Securities Act. The Selling Stockholders may agree to indemnify any
agent, dealer or broker-dealer that participates in transactions involving sales
of the shares against liabilities, including liabilities arising under the
Securities Act. We have agreed to indemnify each of the Selling Stockholders and
each selling security holder has agreed, severally and not jointly, to indemnify
us against some liabilities in connection with the offering of the shares,
including liabilities arising under the Securities Act.
11
The Selling Stockholders will be subject to the prospectus delivery requirements
of the Securities Act. We have informed the Selling Stockholders that the
anti-manipulative provisions of Regulation M promulgated under the Securities
Exchange Act of 1934 may apply to their sales in the market.
Selling Stockholders also may resell all or a portion of the shares in open
market transactions in reliance upon Rule 144 under the Securities Act, provided
they meet the criteria and conform to the requirements of Rule 144.
Upon being notified by a selling security holder that a material arrangement has
been entered into with a broker-dealer for the sale of shares through a block
trade, special offering, exchange distribution or secondary distribution or a
purchase by a broker or dealer, we will file a supplement to this prospectus, if
required pursuant to Rule 424(b) under the Securities Act, disclosing:
o the name of each such selling security holder and of the participating
broker-dealer(s);
o the number of shares involved;
o the initial price at which the shares were sold;
o the commissions paid or discounts or concessions allowed to the
broker-dealer(s), where applicable;
o that such broker-dealer(s) did not conduct any investigation to verify the
information set out or incorporated by reference in this prospectus; and
o other facts material to the transactions.
In addition, if required under applicable law or the rules or regulations of the
Commission, we will file a supplement to this prospectus when a selling security
holder notifies us that a donee or pledgee intends to sell more than 500 shares
of common stock.
We are paying all expenses and fees customarily paid by the issuer in connection
with the registration of the shares. The Selling Stockholders will bear all
brokerage or underwriting discounts or commissions paid to broker-dealers in
connection with the sale of the shares.
LEGAL MATTERS
The validity of our common stock to be sold in this offering is being passed
upon for us by Baritz & Colman LLP, 150 East Palmetto Park Road, Suite 750, Boca
Raton, Florida 33432.
EXPERTS
Our consolidated financial statements incorporated in this prospectus by
reference to our Annual Report on Form 10-KSB for the period ended June 30, 2003
have been so incorporated in reliance on the report of Grant Thornton LLP,
independent certified public accountants, given on the authority of said firm as
experts in accounting and auditing.
In December 2003, Grant Thornton terminated its relationship as our independent
accountant. The decision to termination the relationship was mutual. Grant
Thornton's reports on our consolidated financial statements for the past two
fiscal years contained no adverse opinion or disclaimer of opinion and were not
qualified or modified as to uncertainty, audit scope or accounting principles.
Further, for the two most recent fiscal years, there were no disagreements
between us on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which would have caused
Grant
12
Thornton to make a reference thereto in its report on our financial statements
for such period. During the period from August 28, 2000 through December 10,
2003, there were no reportable events (as defined in Item 304 (a)(1)(v) of
Regulation S-B).
WHERE YOU CAN GET MORE INFORMATION
This prospectus constitutes a part of a registration statement on Form S-3 filed
by us with the Securities and Exchange Commission, or SEC, under the Securities
Act of 1933. This prospectus does not contain all of the information set forth
in the Registration Statement, since we have omitted some parts in accordance
with the SEC's rules and regulations. The SEC permits us to "incorporate by
reference" the information we file with it, which means that we can disclose
important information to you by referring you to those documents. The
information incorporated by reference is an important part of this prospectus,
and information that we file with the SEC will automatically update and
supersede this information. Cenuco has filed a Registration Statement on Form
S-3 under the Securities Act of 1933 with the SEC with respect to common stock
being offered pursuant to this prospectus. This prospectus omits certain
information contained in the Registration Statement on Form S-3, as permitted by
the SEC. Refer to the Registration Statement on Form S-3, including the
exhibits, for further information about Cenuco and the common stock being
offered pursuant to this prospectus. Statements in this prospectus regarding
provisions of certain documents filed with, or incorporated by reference in, the
Registration Statement are not necessarily complete and each statement is
qualified in all respects by that reference. Copies of all or any part of the
Registration Statement, including the documents incorporated by reference or the
exhibits, may be obtained without charge at the offices of the SEC listed below.
We are subject to the reporting requirements of the Securities Exchange Act of
1934 and we therefore file annual, quarterly and special reports, proxy
statements and other information with the SEC. You may read and copy any
document we file at the public reference facilities of the SEC located at 450
Fifth Street N.W., Washington D.C. 20549. You may obtain information on the
operation of the SEC's public reference facilities by calling the SEC at
1-800-SEC-0330. You can also access copies of such material electronically on
the SEC's home page on the World Wide Web at http://www.sec.gov.
If you request a copy of any or all of the documents incorporated by reference,
then we will send to you the copies you requested at no charge. However, we will
not send exhibits to such documents, unless such exhibits are specifically
incorporated by reference in such documents. We will also provide to each person
to whom a copy of this prospectus has been delivered, upon specific request and
without charge, a copy of all documents filed from time to time by us with the
SEC pursuant to the Securities Exchange Act of 1934. You should direct a request
for such copies to Cenuco, Inc., 6421 Congress Ave, Suite 201, Boca Raton,
Florida 33487, attention Chief Financial Officer. You may direct telephone
requests to the Chief Financial Officer at (561) 997-2602.
CERTAIN INFORMATION WE ARE INCORPORATING BY REFERENCE
We incorporate by reference the documents listed below (SEC File Number
033-25900) and any future filings we make with the SEC under Section 13(a),
13(c), 14 or 15(d) of the Securities and Exchange Act of 1934:
o Our Annual Report on Form 10-KSB for the fiscal year ended June 30, 2003;
o Our Quarterly Report on Form 10-QSB for the quarter ended September 30,
2003;
o Our Quarterly Report on Form 10-QSB for the quarter ended December 31,
2003;
o Our Quarterly Report on Form 10-QSB for the quarter ended March 31, 2004;
o Our Report on Form 8-K related to the change in our certifying accountants
as filed on December 19, 2003.
o Our Report of Form 8-K related to consummation of our capital raise
through a private placement offered to accredited investors as filed on
April 5, 2004.
13
You may request a copy of these filings at no cost, by writing, telephoning or
e-mailing us at the following address:
Cenuco, Inc.
6421 Congress Avenue, Suite 201
Boca Raton, Florida 33487
Attention: Chief Financial Officer
(561) 997-2602
email: jordans@cenuco.com
This prospectus is part of a Registration Statement we filed with the SEC. You
should rely only on the information incorporated by reference or provided in
this prospectus. No one else is authorized to provide you with different
information. We are not making an offer of these securities in any state where
the offer is not permitted. You should not assume that the information in this
prospectus is accurate as of any date other than the date on the front of this
document.
14
======================================================= ====================
5,175,000
We have not authorized any dealer, salesperson or other
person to give any information or to make any
representations not contained in this prospectus or any
prospectus supplement. You must not rely on any
unauthorized information. Neither this prospectus nor
any prospectus supplement is an offer to sell or a Cenuco, Inc.
solicitation of an offer to buy any of these securities
in any jurisdiction where an offer or solicitation is
not permitted. No sale made pursuant to this prospectus
shall, under any circumstances, create any implication
that there has not been any change in the affairs of
Cenuco since the date of this prospectus.
COMMON STOCK
_______________________________
TABLE OF CONTENTS ____________________
Page PROSPECTUS
Cenuco, Inc.................................... 1 ____________________
Risk Factors................................... 1
Market for Our Common Stock ................... 6
Forward Looking Statements..................... 6
Use of Proceeds................................ 6
Selling Stockholders........................... 6
Plan of Distribution........................... 11
Legal Matters.................................. 12
Experts........................................ 12
Where You Can Get More Information............. 12
Certain Information We Are Incorporating
By Reference .............................. 13
June 25, 2004
======================================================= ====================
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Estimated expenses (other than underwriting discounts and commissions) payable
in connection with the sale of our common stock offered hereby are as follows:
SEC registration fee........................................ $ 3,704.55
Printing and engraving expenses............................. $ 0
Legal fees and expenses..................................... $ 10,000.00
Accounting fees and expenses................................ $ 12,500.00
Blue Sky fees and expenses (including legal fees)........... $ 0
Transfer agent and registrar fees and expenses.............. $ 0
Miscellaneous............................................... $ 795.45
-----------
Total............................................... $ 27,000.00
===========
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law (the "DGCL") empowers a
Delaware corporation to indemnify any person who was or is, or is threatened to
be made, a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of such corporation) by reason of the fact that
such person is or was a director, officer, employee or agent of such
corporation, or is or was serving at the request of such corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, provided that such person acted in good
faith and in a manner that such person reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, such person had no reasonable cause to believe
his conduct was unlawful. The indemnity may include expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or
proceeding. A Delaware corporation may also indemnify such persons against
expenses (including attorneys' fees) in actions brought by or in the right of
the corporation to procure a judgment in its favor, subject to the same
conditions set forth in the immediately preceding sentences, except that no
indemnification is permitted in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and to the extent the Court of Chancery of the State of Delaware or the
court in which such action or suit was brought shall determine upon application
that, in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses as the Court of Chancery or
other such court shall deem proper. To the extent such person has been
successful on the merits or otherwise in defense of any action to above, or in
defense of any claim, issue or matter therein, the corporation must indemnify
such person against expenses (including attorneys' fees) actually and reasonably
incurred by such person in connection therewith. The indemnification and
advancement of expenses provided for in, or granted pursuant to, Section 145 is
not exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any by-law, agreement, vote of
stockholders or disinterested directors or otherwise.
Section 145 of the DGCL also provides that a corporation may maintain insurance
against liabilities for which indemnification is not expressly provided by the
statute. The Registrant is insured against liabilities which it may incur by
reason of its indemnification obligations under its Certificate of
Incorporation, Bylaws and indemnification agreements.
THE REGISTRANT'S CERTIFICATE OF INCORPORATION, AS AMENDED, provides that the
Registrant will indemnify, defend and hold harmless directors, officers,
employees and agents or the Registrant to the fullest extent currently permitted
under Section 145 of the DGCL. The By-Laws of the Registrant provide for
indemnification of the Registrant's directors, officers, employees and agents on
the terms permitted under Section 145 of the DGCL described above.
II-1
The Registrant has entered into indemnification agreements with certain of its
directors and executive officers. These agreements provide rights of
indemnification to the full extent allowed and provided for by the DGCL and the
Certificate of Incorporation and Bylaws of Cenuco.
ITEM 16. EXHIBITS
Exhibit Index
-------------
Exhibit Number Description
-------------- -----------
5 Opinion of Baritz & Colman LLP
23.1 Consent of Baritz & Colman LLP (included in Exhibit 5)
23.2 Consent of Grant Thornton LLP, former independent certified
public accountants
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made pursuant to this Registration Statement, a post-effective
amendment to this Registration Statement to include any material
information with respect to the plan of distribution not previously
disclosed in this Registration Statement or any material change to such
information in this Registration Statement;
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
The undersigned registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the registrant's
annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions described in Item 15 above, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
II-2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Boca Raton, Florida, on
this 25 th day of June, 2004.
CENUCO, INC.
By /s/ Steven M. Bettinger
-----------------------
Steven M. Bettinger
President and Chief Executive Officer, Director
POWER OF ATTORNEY AND SIGNATURES
Each person whose signature appears below hereby constitutes and appoints Steven
M. Bettinger, as his attorney-in-fact and agent, with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and all
capacities, (i) to sign any and all amendments (including post-effective
amendments) to this Registration Statement, (ii) to sign any registration
statement to be filed pursuant to Rule 462(b) under the Securities Act of 1933
for the purpose of registering additional shares of Common Stock for the same
offering covered by this Registration Statement, and (iii) to file any of the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, the Registration
Statement has been signed by the following person in the capacities and on the
dates indicated.
Signature Title Date
/s/ Steven M. Bettinger President and Chief Executive June 25, 2004
----------------------- Officer, Director
Steven M. Bettinger
/s/ Robert Picow Chairman of the Board, Director June 25, 2004
----------------
Robert Picow
/s/ Andrew Lockwood Director June 25, 2004
-------------------
Andrew Lockwood
/s/ Jack P. Phalen Director June 25, 2004
------------------
Jack P. Phalen
/s/ Adam C. Wasserman Chief Financial Officer, June 25, 2004
--------------------- Treasurer
Adam C. Wasserman
II-3