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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR 12(G) OF THE
SECURITIES EXCHANGE ACT OF 1934
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CENUCO, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 75-2228820
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
6421 CONGRESS AVE., SUITE 201, BOCA RATON, FLORIDA 33487
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
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If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. |X|
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. |_|
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
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Common Stock, par value $0.001 per share American Stock Exchange
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
NONE.
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
This statement relates to the registration of the shares of common stock, par
value $0.001 per share (the "Common Stock"), of Cenuco, Inc., a Delaware
corporation (the "Company"), on the American Stock Exchange ("AMEX"). Such
shares are presently registered on the NASD OTC Bulletin Board ("OTCBB"). Upon
the commencement of trading of the Common Stock on the AMEX, the Company intends
to withdraw its registration of the Common Stock on the OTCBB. The Company's
Common Stock will be quoted on the AMEX under the symbol "ICU."
Our authorized capital stock consists of 25,000,000 shares of common stock, par
value $.001 per share, and 1,000,000 shares of preferred stock, par value $.001
per share. As of the date of this Form 8-A, 11,940,271 shares of common stock
and no shares of preferred stock are outstanding.
Common Stock
Each share of our common stock entitles the holder to one vote on all
matters submitted to a vote of the stockholders. The holders of common stock are
entitled to receive dividends, when, as and if declared by the Board of
Directors, in its discretion, from funds legally available therefore. We do not
currently intend to declare or pay cash dividends in the foreseeable future, but
rather intend to retain any future earnings to finance the expansion of our
businesses. If we liquidate or dissolve, the holders of our common stock are
entitled to share ratably in our assets, if any, legally available for
distribution to stockholders after the payment of all of our debts and
liabilities and payment of the liquidation preference of any outstanding shares
of preferred stock.
Our common stock has no preemptive rights and no subscription,
redemption or conversion privileges. Our common stock does not have cumulative
voting rights, which means that the holders of a majority of the outstanding
shares of our common stock voting for the election of directors can elect all
members of the Board of Directors. A majority vote is also sufficient for other
actions that require the vote or concurrence of stockholders.
Preferred Stock
Our Board of Directors has the authority to issue up to 1,000,000
shares of preferred stock in one or more series. The Board of Directors can
determine the number of shares in each series, as well as the voting and other
rights of the series, including the dividend rights and dividend rate, terms of
redemption, conversion rights and liquidation preferences. The Board of
Directors has the authority to determine these rights without any further vote
or action by the stockholders. As of the date of this Prospectus, no shares of
our preferred stock have been issued.
ITEM 2. EXHIBITS
None.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereto duly authorized.
Cenuco, Inc.
By: /s/ Steven Bettinger
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Date: May 18, 2004 Steven Bettinger
Chief Executive Officer