SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c)
AND (D) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b)
ARQULE, INC.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
04269E107
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(CUSIP NUMBER)
Rho Management Partners, L.P.
124 Dune Road
Quoque, New York 11959
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
- with copies to -
Stephen Rosenberg, Esq.
Tannenbaum Helpern Syracuse & Hirschtritt LLP
900 Third Avenue - 13th Floor
New York, New York 10022
(212) 508-6700
January 14, 2000
(Date of event which requires
filing of this statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
|_| Rule 13d-1-(b)
|X| Rule 13d-1-(c)
|_| Rule 13d-1-(d)
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act.
Page 1 of 11 Pages
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CUSIP No. 04269E107
1. Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
Rho Management Partners, L.P.
2. Check the Appropriate Box if a Member of a Group (See Instructions)
a. |_|
b. |_|
3. SEC Use Only
4. Citizenship or Place of Organization: Delaware
Number of Shares 5. Sole Voting Power 636,987 Shares
Beneficially
Owned by 6. Shared Voting Power 0
Each
Reporting 7. Sole Dispositive Power 636,987 Shares
Person
With 8. Shared Dispositive Power 0
9. Aggregate Amount Beneficially Owned by Each Reporting Person
636,987 Shares
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
11. Percent of Class Represented by Amount in Row 9
4.96% of Common Stock
12. Type of Reporting Person (See Instructions) PN
Page 2 of 11 Pages
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CUSIP No. 04269E107
1. Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
Rho Management Trust I
2. Check the Appropriate Box if a Member of a Group (See Instructions)
a. |_|
b. |_|
3. SEC Use Only
4. Citizenship or Place of Organization: New York
Number of Shares 5. Sole Voting Power 344,487 Shares
Beneficially
Owned by 6. Shared Voting Power 0
Each
Reporting 7. Sole Dispositive Power 344,487 Shares
Person
With 8. Shared Dispositive Power 0
9. Aggregate Amount Beneficially Owned by Each Reporting Person
344,487 Shares
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
11. Percent of Class Represented by Amount in Row 9
2.68% of Common Stock
12. Type of Reporting Person (See Instructions) OO
Page 3 of 11 Pages
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CUSIP No. 04269E107
1. Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
Rho Management Trust III
2. Check the Appropriate Box if a Member of a Group (See Instructions)
a. |_|
b. |_|
3. SEC Use Only
4. Citizenship or Place of Organization: New York
Number of Shares 5. Sole Voting Power 253,184 Shares
Beneficially
Owned by 6. Shared Voting Power 0
Each
Reporting 7. Sole Dispositive Power 253,184 Shares
Person
With 8. Shared Dispositive Power 0
9. Aggregate Amount Beneficially Owned by Each Reporting Person
253,184 Shares
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
11. Percent of Class Represented by Amount in Row 9
1.97% of Common Stock
12. Type of Reporting Person (See Instructions) OO
Page 4 of 11 Pages
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CUSIP No. 04269E107
1. Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
Joshua Ruch
2. Check the Appropriate Box if a Member of a Group (See Instructions)
a. |_|
b. |_|
3. SEC Use Only
4. Citizenship or Place of Organization: Republic of South Africa
Number of Shares 5. Sole Voting Power 32,500 Shares
Beneficially
Owned by 6. Shared Voting Power 636,987 Shares
Each
Reporting 7. Sole Dispositive Power 32,500 Shares
Person
With 8. Shared Dispositive Power 636,987 Shares
9. Aggregate Amount Beneficially Owned by Each Reporting Person
669,487 Shares
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
11. Percent of Class Represented by Amount in Row 9
5.22% of Common Stock
12. Type of Reporting Person (See Instructions) IN
Page 5 of 11 Pages
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CUSIP No. 04269E107
1. Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
Hamburger Stiftung Zur Foerderung Von Wissenschaft Und Kultur
2. Check the Appropriate Box if a Member of a Group (See Instructions)
a. |_|
b. |_|
3. SEC Use Only
4. Citizenship or Place of Organization: Germany
Number of Shares 5. Sole Voting Power 39,316 Shares
Beneficially
Owned by 6. Shared Voting Power 0
Each
Reporting 7. Sole Dispositive Power 39,316 Shares
Person
With 8. Shared Dispositive Power 0
9. Aggregate Amount Beneficially Owned by Each Reporting Person
39,316 Shares
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
11. Percent of Class Represented by Amount in Row 9
0.31% of Common Stock
12. Type of Reporting Person (See Instructions) OO
Page 6 of 11 Pages
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CUSIP No. 04269E107
Item 1(a) Name of Issuer:
Arqule, Inc.
Item 1(b) Address of Issuer:
Arqule, Inc.
200 Boston Avenue, Suite 500
Medford, MA 02155
Item 2 Identity of Persons Filing:
(a) This Schedule is being filed by Rho Management Partners L.P.
("Rho"), a Delaware limited partnership, Rho Management Trust I, a New York
grantor trust ("Trust I"), Rho Management Trust III, a New York grantor trust
("Trust III"), Joshua Ruch and Hamburger Stiftung Zur Foerderung Von
Wissenschaft Und Kultur ("HS"). Rho is investment advisor to Trust I, Trust III
and HS. Joshua Ruch is the controlling stockholder of Atlas Capital Corp., a
Delaware corporation, which is sole general partner of Rho, and is Chairman, CEO
and controlling stockholder of Rho Management Company, Inc., a New York
corporation, to which certain advisory duties concerning the shares are
delegated by Rho.
(b)-(c) Rho is a Delaware limited partnership, with its address at 124
Dune Road, Quogue, New York 11959. Each Trust I and Trust III is a New York
grantor trust, with its address at Rho Management Company, Inc., 152 W. 57th
Street, New York, New York 10019, and the trustee of Trust I and Trust III is
William F. Indoe, Esq., whose address is Sullivan & Cromwell, 125 Broad Street,
New York, New York 10004. Mr. Ruch is a citizen of the Republic of South Africa,
with his address at Rho Management Company, Inc., 152 W. 57th Street, New York,
New York 10019. HS is a charitable foundation organized in Germany with its
address at c/o MERA Grundstucksges.mbH Grosse Bleichen 8, D-20354 Hamburg.
(d) Common Stock, $0.01 Value
(e) CUSIP Number: 04269E107
Item 3 If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or
13d-2(c) promulgated under the Securities Exchange Act of 1934, check
whether the filing person is a:
Page 7 of 11 Pages
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CUSIP No. 04269E107
a. |_| Broker or dealer registered under Section 15 of the Act,
b. |_| Bank as defined in Section 3(a)(6) of the Act,
c. |_| Insurance Company as defined in Section 3(a)(19) of the Act,
d. |_| Investment Company registered under Section 8 of the
Investment Company Act,
e. |_| Investment Adviser in accordance with Rule 13d-1(b)(1)(ii)(E),
f. |_| Employee Benefit Plan, or Endowment Fund in accordance with
Rule 13d-1(b)(1)(ii)(F),
g. |_| Parent Holding Company or Control Person, in accordance with
Rule 13d-1(b)(ii)(G); (Note: see Item 7)
h. |_| A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
i. |_| A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940;
j. |_| Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Item 4 Ownership:
As the holder of sole voting and investment authority over the shares
owned by its advisory clients, Rho may be deemed, for purposes of Rule 13d-3
under the Securities Exchange Act of 1934, as amended, to be the beneficial
owner of the aggregate amount of 636,987 shares representing approximately 4.96%
of the outstanding shares of the Issuer (based upon 12,838,465 shares
outstanding as of November 5, 1999, as reported on the latest 10-Q/A of the
Issuer) consisting of: 344,487 shares held by Trust I (2.68%), 253,184 shares
held by Trust III (1.97%) and 39,316 shares (.31%) shares registered in the name
of HS. Rho disclaims any economic interest or beneficial ownership of shares
covered by this Statement.
As the controlling person of Rho, Mr. Ruch may also be deemed the
beneficial owner of such shares. Additionally, he may be deemed to be the
beneficial owner of 32,500 shares held individually. Thus, Mr. Ruch may be
deemed, for purposes of Rule 13d-3, to be the beneficial owner of 669,487 shares
of the Issuer (5.22% of the outstanding shares). Mr. Ruch disclaims any economic
interest or beneficial ownership of shares held by Rho.
Page 8 of 11 Pages
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CUSIP No. 04269E107
Item 5 Ownership of Five Percent or Less of a Class:
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following |_|
Item 6 Ownership of More than Five Percent on Behalf of Another
Person:
Not applicable
Item 7 Identification and Classification of the Subsidiary which
Acquired the Security Being Reported on By the Parent Holding
Company:
Not applicable
Item 8 Identification and Classification of Members of the Group:
Not applicable
Item 9 Notice of Dissolution of Group:
Not applicable
Item 10 Certification:
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
Page 9 of 11 Pages
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CUSIP No. 04269E107
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.
January 24, 2000
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Date
RHO MANAGEMENT PARTNERS L.P.
By: ATLAS CAPITAL CORP., its General Partner
/s/ Joshua Ruch
- ---------------------------------------------------------------------------
By: Joshua Ruch
Title: President
RHO MANAGEMENT TRUST I
By: RHO MANAGEMENT COMPANY, INC., its Investment Advisor
/s/ Joshua Ruch
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By: Joshua Ruch
Title: President
RHO MANAGEMENT TRUST III
By: RHO MANAGEMENT COMPANY, INC., its Investment Advisor
/s/ Joshua Ruch
- ---------------------------------------------------------------------------
By: Joshua Ruch
Title: President
Page 10 of 11 Pages
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HAMBURGER STIFTUNG ZUR FOERDERUNG VON WISSENSCHAFT UND KULTUR
By: RHO MANAGEMENT COMPANY, INC., its Investment Advisor
/s/ Joshua Ruch
- ---------------------------------------------------------------------------
By: Joshua Ruch
Title: President
Page 11 of 11 Pages
