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As filed with the Securities and Exchange Commission on July 1, 1999
REGISTRATION NO. 333-[ ]
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
ARQULE, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
<S> <C>
DELAWARE 04-3221586
(State or other jurisdiction of incorporation) (I.R.S. Employer Identification No.)
200 BOSTON AVENUE, MEDFORD, MASSACHUSETTS 02155
(Address of Principal Executive Offices) (Zip Code)
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1996 EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plan)
STEPHEN A. HILL
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
CALCULATION OF REGISTRATION FEE
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- ----------------------------------- -------------------- -------------------- --------------------- ------------------
<S> <C> <C> <C> <C>
Title Of Securities To Be Amount To Be Proposed Maximum Proposed Maximum Amount Of
Registered Registered Offering Price Per Aggregate Offering Registration Fee
Share(1) Price(1)
- ----------------------------------- -------------------- -------------------- --------------------- ------------------
Common Stock, $0.01 par value 300,000(2) $4.34375 $1,303,125 $362.29
- ----------------------------------- -------------------- -------------------- --------------------- ------------------
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(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 June 24, 1999 as reported by the Nasdaq National
Market.
(2) This Registration Statement registers an additional 300,000 shares
under the 1996 Employee Stock Purchase Plan, under which 120,000 shares
have been previously registered (SEC File No. 333-19469).
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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 1996 Employee Stock Purchase 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. 333-19469) as filed with the Commission
on January 9, 1997, 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 July,
1999.
ARQULE, INC.
By: /s/ Stephen A Hill
---------------------------------------
Stephen A. Hill
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 Stephen A. Hill, 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/ Stephen A Hill President, Chief Executive July 1, 1999
- --------------------------- Officer and Director
Stephen A. Hill (Principal Executive
Officer)
/s/ Joseph C. Hogan Director, Chief Scientific July 1, 1999
- --------------------------- Officer, Chairman
Joseph C. Hogan, Jr.
/s/ James R. Fitzgerald Jr. Vice President and Chief July 1, 1999
- --------------------------- Financial Officer (Principal
James R. Fitzgerald, Jr. Financial Officer and Principal
Accounting Officer)
/s/ Stephen M. Dow Director July 1, 1999
- ---------------------------
Stephen M. Dow
/s/ Allan R. Ferguson Director July 1, 1999
- ---------------------------
Allan R. Ferguson
/s/ L. Patrick Gage Director July 1, 1999
- ---------------------------
L. Patrick Gage
/s/ Michael Rosenblatt Director July 1, 1999
- ---------------------------
Michael Rosenblatt
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EXHIBIT INDEX
-------------
EXHIBIT NUMBER DESCRIPTION
5.1 Opinion of Palmer & Dodge LLP as to the legality of the
securities registered hereunder.*
23.1 Consent of PricewaterhouseCoopers 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 30, 1999
ArQule, Inc.
200 Boston Avenue
Medford, Massachusetts 02155
Re: 1996 Employee Stock Purchase Plan
---------------------------------
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 300,000 shares (the "Shares") of the
Company's Common Stock, $0.01 par value, offered pursuant to the provisions of
the Company's 1996 Employee Stock Purchase 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 January 29, 1999, relating to the
financial statements which appears in ArQule, Inc.'s Annual Report on Form 10-K
for the year ended December 31, 1998.
PRICEWATERHOUSECOOPERS LLP
Boston, Massachusetts
June 30, 1999
