This
Amendment No. 1 to Schedule 13D amends and supplements the Schedule 13D dated
April 7, 2005 (the “Original Schedule 13D”). Capitalized terms used herein and
not otherwise defined have the meanings given such terms in the Original
Schedule 13D.
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ITEM
3. |
SOURCE
AND AMOUNT OF FUNDS OR OTHER
CONSIDERATIONS. |
Item 3 of
the Original Schedule 13D is hereby amended by deleting such Item 3 in its
entirety and replacing Item 3 to read in its entirety as follows:
Pursuant
to the terms of the Voting Agreement and Irrevocable Proxy (the “Voting
Agreement”) referred to in Item 6 below, each of Steven Bettinger, Edward
Berzak, Irving J. Denmark Trust, Warren Gilbert, Gilder Funding Corp., Hay M.
Haft, Irvin Joseph, Fredric Mack and Stanley Snyder (collectively, the “Majority
Stockholders”) has granted to Hermes, and any individuals designated by Hermes,
a proxy with respect to an aggregate of 7,233,369 shares of Common Stock to
vote such shares on certain matters. The Majority Stockholders entered into the
Voting Agreement in order to induce Hermes to enter into the Merger Agreement
referred to in Item 6 below.
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ITEM
4. |
PURPOSE
OF TRANSACTION. |
Item 4 of
the Original Schedule 13D is hereby amended by deleting the second paragraph of
such Item 4 in its entirety and replacing such second paragraph to read in its
entirety as follows:
If the
Merger is consummated pursuant to the Merger Agreement, the issued and
outstanding membership interests of Hermes shall be converted into the right to
receive shares of a to-be-designated Series A Junior Participating Preferred
Stock of the Issuer (the “Preferred Stock”) representing 65% of the voting power
of the issued and outstanding shares of Issuer capital stock. In addition, when
converted into shares of Common Stock, the number of shares of Common Stock to
be issued will represent 65% of the issued and outstanding shares of Common
Stock following such issuance. The shares of Preferred Stock shall mandatorily
convert into Common Stock upon the authorization of the Issuer’s holders of
Common Stock to (a) an amendment to the Issuer’s Amended and Restated
Certificate of Incorporation, as amended, increasing the authorized shares of
Common Stock to such number as, at a minimum, would permit the conversion of all
the shares of 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 Preferred Stock
(collectively, the “Voting Proposals”). The Merger Agreement provides that the
Issuer and Hermes will work together in good faith and use commercially
reasonable efforts to (a) list the shares of Common Stock to be issued upon
conversion of the Preferred Stock on the American Stock Exchange and (b)
maintain the listing of the Common Stock on the American Stock Exchange so long
as the Board of Directors of the Issuer shall determine in its good faith
business judgment that it is in the best interests of the Issuer and its
stockholders to maintain such listing. Upon consummation of the Merger, the
Issuer’s current management team will remain as management of a newly
created Wireless Data Products and Technology Division and the following
persons will join as the principal members of the Issuer’s management team:
Joseph A. Falsetti, currently Chief Executive Officer of Lander, will serve as
President and Chief Executive Officer of the Issuer and Brian Geiger, currently
Chief Financial Officer of Lander, will serve as Chief Financial Officer of the
Issuer.
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CUSIP
No. 15670X104 |
13D |
Page 4
of
7 |
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ITEM
5. |
INTEREST
IN SECURITIES OF THE ISSUER. |
Item 5(a)
of the Original Schedule 13D is hereby amended by deleting the first paragraph
of such Item 5(a) in its entirety and replacing such paragraph to read in its
entirety as follows:
By reason
of its execution of the Voting Agreement, Hermes may be deemed to be the
beneficial owner of 7,233,369shares of the Common Stock it has the right to vote
on certain matters. Such shares represent approximately 52.6% of the Common
Stock outstanding (based upon 13,750,556 shares of Common Stock outstanding as
of May 4, 2005 as represented by the Issuer in the Schedule 14f-1 Information
Statement filed by the Issuer on May 10, 2005). To the best of Hermes knowledge:
Steven Bettinger is the beneficial owner of 3,817,767 shares of Common Stock,
including 100,000 shares of Common Stock that are subject to options that are
currently exercisable, representing 27.6% of the Common Stock outstanding;
Edward Berzak is the beneficial owner of 45,000 shares of Common Stock,
representing 0.3% of the Common Stock outstanding; the Irving J. Denmark Trust
is the beneficial owner of 78,460 shares of Common Stock, representing 0.6% of
the Common Stock outstanding; Warren Gilbert is the beneficial owner of 705,611
shares of Common Stock, representing 5.1% of the Common Stock outstanding;
Gilder Funding Corp. is the beneficial owner of 517,445 shares of Common Stock,
representing 3.8% of the Common Stock outstanding; Jay M. Haft is the beneficial
owner of 241,500 shares of Common Stock, representing 1.8% of the Common Stock
outstanding; Irvin Joseph is the beneficial owner of 99,960 shares of Common
Stock, representing 0.7% of the Common Stock outstanding; Fredric Mack is the
beneficial owner of 786,300 shares of Common Stock, representing 5.7% of the
Common Stock outstanding; Robert Picow is the beneficial owner of 187,715 shares
of Common Stock, representing 1.3% of the Common Stock outstanding; and Stanley
Snyder is the beneficial owner of 753,611 shares of Common Stock, representing
5.5% of the Common Stock outstanding.
Item 5(b)
of the Original Schedule 13D is hereby amended by deleting the first sentence of
such Item 5(b) in its entirety and replacing such sentence to read in its
entirety as follows:
By reason
of its execution of the Voting Agreement, Hermes has the power to vote or to
direct the vote of 7,233,369 shares of the Common Stock at any meeting of the
stockholders of the Issuer, or any adjournment thereof, called with respect to
consideration of the Voting Proposals. To the best of Hermes knowledge, except
for the proxy delivered to Hermes pursuant to the Voting Agreement, each of the
Majority Stockholders has the sole power to vote or to direct the vote and to
dispose of all of the shares of Common Stock beneficially owned by such Majority
Stockholder.
Item 5(c)
of the Original Schedule 13D is hereby amended by deleting such Item 5(c) in its
entirety and replacing Item 5(c) to read in its entirety as
follows:
Pursuant
to the Voting Agreement, on May 10, 2005, Hermes acquired the right to vote
7,233,369 shares of the Common Stock under certain circumstances. Except as set
forth in this Item 5(c), neither Hermes nor, to the best of its knowledge, any
of its executive officers or directors, has effected any transactions in the
shares of Common Stock during the past 60 days. To the best of Hermes knowledge,
except for execution of the Voting Agreement, none of the Majority Stockholders
has effected any transactions in the shares of Common Stock during the past 60
days.
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CUSIP
No. 15670X104 |
13D |
Page 5
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7 |
ITEM
6. CONTRACTS,
ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE
ISSUER
Item 6 of
the Original Schedule 13D is hereby amended by deleting such Item 6 in its
entirety and replacing Item 6 to read in its entirety as follows:
On March
16, 2005, Hermes, the Issuer and Hermes Holding Company, Inc., a Delaware
corporation and a wholly owned subsidiary of the Issuer, entered into a Merger
Agreement providing for the Merger. That same day, Hermes and Steven Bettinger
entered into a voting agreement providing for the grant by Mr. Bettinger to
Hermes of an irrevocable proxy to vote the 3,817,767 shares of Common Stock
beneficially owned by Mr. Bettinger at the meeting of the Issuer’s stockholders,
or any adjournment thereof, to consider the Merger Agreement and the
transactions contemplated thereby. On May 10, 2005 the Merger Agreement was
amended to provide, among other things, for the issuance of the Preferred Stock
to the members of Hermes upon consummation of the Merger. In addition, the
voting agreement referred to above was replaced by a new Voting Agreement
including all of the Majority Stockholders as parties thereto. In the Voting
Agreement, each of the Majority Stockholders agreed to vote all of the shares of
Common Stock beneficially owned by such stockholder, an aggregate of 7,233,369
shares of Common Stock, in favor of the Voting Proposals.
Copies of
the March 16, 2005 Merger Agreement and voting agreement were filed as exhibits
to the Original Schedule 13D. Copies of Amendment No. 1 to the Merger Agreement
and the form of the new Voting Agreement are attached hereto as Exhibits 1 and
2, respectively, and are incorporated herein by reference.
Except as
set forth or incorporated by reference in this Item 6, neither Hermes nor, to
the best of its knowledge, any of its executive officers or directors, has any
contracts, arrangements, understandings or relationships (legal or otherwise),
with any person with respect to any securities of the Issuer.
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ITEM
7. |
MATERIAL
TO BE FILED AS EXHIBITS. |
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Exhibit
1: |
Amendment
No. 1, dated as of May 10, 2005, by and among Cenuco, Inc., Hermes Holding
Company, Inc. and Hermes Acquisition Company I LLC (incorporated by
reference to Exhibit 10.2 to the Current Report on Form 8-K filed by
Cenuco, Inc. with the Securities and Exchange Commission on May 10,
2005) |
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Exhibit
2: |
Form
of Voting Agreement and Irrevocable Proxy, dated as of May 10, 2005, among
the Majority Stockholders and Hermes Acquisition Company I
LLC |
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CUSIP
No. 15670X104 |
13D |
Page 6
of
7 |
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.
Dated:
May
13, 2005
HERMES
ACQUISITION COMPANY I LLC
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By: |
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/s/
Joseph Falsetti |
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Joseph
Falsetti |
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Manager |
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