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As filed with the Securities and Exchange Commission on June 1, 1998
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
---------------------------
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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ARQULE, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 04-3221586
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation)
200 BOSTON AVENUE, MEDFORD, MASSACHUSETTS 02155
(Address of Principal Executive Offices) (Zip Code)
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AMENDED AND RESTATED 1994 EQUITY INCENTIVE PLAN
(Full Title of the Plan)
ERIC B. GORDON
PRESIDENT AND CHIEF EXECUTIVE OFFICER
ArQule, Inc.
200 Boston Avenue
Medford, MA 02155
(Name and Address of Agent For Service)
(781) 395-4100
(Telephone Number, Including Area Code
of Agent For Service)
With copies to:
Michael Lytton
Palmer & Dodge LLP
One Beacon Street
Boston, MA 02108
(617) 573-0100
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<TABLE>
CALCULATION OF REGISTRATION FEE
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<CAPTION>
Title Of Securities To Be Amount To Be Proposed Proposed Maximum Amount Of
Registered Registered Maximum Offering Aggregate Offering Registration Fee
Price Per Share(1) Price(1)
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<S> <C> <C> <C> <C>
Common Stock, $0.01 par value 1,500,000(2) $13.625 $20,437,500 $6,030
- -----------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of determining the registration fee and
computed pursuant to Rule 457(h) based upon the average of the high and low
sale prices on May 27, 1998 as reported by the Nasdaq National Market.
(2) This Registration Statement registers an additional 1,500,000 shares under
the Amended and Restated Equity 1994 Incentive Plan, under which 2,672,828
shares have been previously filed (SEC File No. 333-25371).
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
STATEMENT REGARDING INCORPORATION BY REFERENCE OF INFORMATION FROM EFFECTIVE
REGISTRATION STATEMENT
This Registration Statement registers additional securities of the same class as
other securities for which a registration statement filed on Form S-8 relating
to the Amended and Restated 1994 Equity Incentive Plan is already effective.
Pursuant to General Instruction E of this Form, the Registrant incorporates by
reference into this Registration Statement the contents of the Registrant's
Registration Statement on Form S-8 (Registration No. 333-25371) as filed with
the Commission on April 17, 1998, including exhibits thereto.
ITEM 8. EXHIBITS.
The Exhibit Index immediately preceding the exhibits is incorporated herein
by reference.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Medford, Massachusetts, on this 1st day of June,
1998.
ARQULE, INC.
By: /s/ Eric B. Gordon
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Eric B. Gordon
President and Chief Executive Officer
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POWER OF ATTORNEY
We, the undersigned officers and directors of ArQule, Inc. hereby severally
constitute and appoint Eric B. Gordon, James R. Fitzgerald, Jr., Michael Lytton
and Lynnette C. Fallon, and each of them singly, our true and lawful
attorneys-in-fact, with full power to them in any and all capacities, to sign
any and all amendments to this Registration Statement on Form S-8 including any
post-effective amendments thereto, and to file the same, with exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:
Signature Title Date
--------- ----- ----
/s/ Eric B. Gordon President, Chief Executive June 1, 1998
- ---------------------------- Officer and Director
Eric B. Gordon (Principal Executive
Officer)
/s/ Joseph C. Hogan, Jr. Director, Chief Scientific Officer, June 1, 1998
- ---------------------------- Chairman
Joseph C. Hogan, Jr.
/s/ James R. Fitzgerald, Jr. Vice President and Chief Financial June 1, 1998
- ---------------------------- Officer (Principal Financial
James R. Fitzgerald, Jr. Officer and Principal Accounting
Officer)
/s/ Stephen M. Dow Director June 1, 1998
- ----------------------------
Stephen M. Dow
/s/ Adrian de Jonge Director June 1, 1998
- ----------------------------
Adrian de Jonge
/s/ Allan R. Ferguson Director June 1, 1998
- ----------------------------
Allan R. Ferguson
/s/ L. Patrick Gage Director June 1, 1998
- ----------------------------
L. Patrick Gage
/s/ Michael Rosenblatt Director June 1, 1998
- ----------------------------
Michael Rosenblatt
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EXHIBIT INDEX
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Exhibit Number Description
- -------------- -----------
5.1 Opinion of Palmer & Dodge LLP as to the legality of
the securities registered hereunder.*
23.1 Consent of Price Waterhouse LLP, independent
accountants.*
23.2 Consent of Palmer & Dodge LLP (contained in
Opinion of Palmer & Dodge LLP, filed as Exhibit
5.1).
24.1 Power of Attorney (set forth on the signature page to
this Registration Statement).
- ----------------------------
*Filed herewith.
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EXHIBIT 5.1
PALMER & DODGE LLP
ONE BEACON STREET
BOSTON, MA 02108-3190
June 1, 1998
ArQule, Inc.
200 Boston Avenue
Medford, Massachusetts 02155
Re: Amended and Restated 1994 Equity Incentive Plan
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Ladies and Gentlemen:
We are rendering this opinion in connection with the Registration Statement
on Form S-8 (the "Registration Statement") filed by ArQule, Inc. (the "Company")
with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Act"), on or about the date hereof. The
Registration Statement relates to 1,500,000 shares (the "Shares") of the
Company's Common Stock, $0.01 par value, offered pursuant to the provisions of
the Company's Amended and Restated 1994 Equity Incentive Plan (the "Plan").
We have examined the Amended and Restated Certificate of Incorporation of
the Company, the Amended and Restated By-laws of the Company, and originals, or
copies certified to our satisfaction, of all pertinent records of the actions of
the directors and stockholders of the Company, the Registration Statement and
such other documents relating to the Company as we have deemed material for the
purposes of this opinion.
In examination of the foregoing documents, we have assumed the genuineness
of all signatures and the authenticity of all documents submitted to us as
originals, the conformity to original documents of all documents submitted to us
as certified or photostatic copies, and the authenticity of the originals of
such latter documents.
Based on the foregoing, we are of the opinion that the Company has duly
authorized for issuance the shares of its Common Stock covered by the
Registration Statement to be issued under the Plan, as described in the
Registration Statement, and such shares, when issued in accordance with the
terms of the Plan, will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as a part of the
Registration Statement.
Very truly yours,
/s/ Palmer & Dodge LLP
PALMER & DODGE LLP
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Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 9, 1998 except as to the last
paragraph of Note 2, which is as of April 17, 1998, which appears on page 21 of
ArQule, Inc.'s Annual Report on Form 10-K for the year ended December 31, 1997.
PRICE WATERHOUSE LLP
Boston, Massachusetts
June 1, 1998
