<PAGE> 1
As filed with the Securities and Exchange Commission on November 2, 1998.
Registration No. 333-62203
==========================
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
----------------------
ARQULE, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 04-3221586
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
200 BOSTON AVENUE, MEDFORD, MASSACHUSETTS 02155 (781) 395-4100
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
----------------------
ERIC B. GORDON
President and Chief Executive Officer
ArQule, Inc.
200 Boston Avenue
Medford, Massachusetts 02155
(781) 395-4100
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
with copies to:
MICHAEL LYTTON, ESQ.
Palmer & Dodge LLP
One Beacon Street
Boston, Massachusetts 02108
(617) 573-0100
----------------------
The Registration Statement on Form S-3 (Registration No. 333-62203)
registered 78,000 shares (the "Shares") of Common Stock, $0.01 par value per
share, of ArQule, Inc. held by certain shareholders (the "Selling Shareholders")
named in the Registration Statement. Of the 78,000 Shares, the Selling
Shareholders or their donees have sold 44,600 shares. Accordingly, the offering
pursuant to the Prospectus which forms a part of the Registration Statement has
been terminated. This Post-Effective Amendment is filed to deregister the 33,400
unsold Shares.
<PAGE> 2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this
Post-Effective Amendment No. 1 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Medford,
Commonwealth of Massachusetts on November 2, 1998.
ARQULE, INC.
By: /s/ Eric B. Gordon
----------------------------------
Eric B. Gordon
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective
Amendment No. 1 to the Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
* President, Chief Executive Officer November 2, 1998
- ------------------------ and Director
Eric B. Gordon (Principal Executive Officer)
* Vice President, Chief Financial November 2, 1998
- ------------------------ Officer and Treasurer
James R. Fitzgerald, Jr. (Principal Financial Officer and
Principal Accounting Officer)
* Chairman of the Board, Senior November 2, 1998
- ------------------------ Vice President of Research and
Joseph C. Hogan, Jr. Officer and Director
* Director November 2, 1998
- ------------------------
Adrian de Jonge
* Director November 2, 1998
- ------------------------
Allan R. Ferguson
2
<PAGE> 3
Signature Title Date
--------- ----- ----
* Director November 2, 1998
- -------------------------
Stephen M. Dow
* Director November 2, 1998
- -------------------------
L. Patrick Gage
* Director November 2, 1998
- -------------------------
Michael Rosenblatt
** By: /s/ Michael Lytton
------------------
Michael Lytton
Attorney-in-Fact