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As filed with the Securities and Exchange Commission on August 4, 2000
REGISTRATION NO. 333-
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UNITED STATES 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)
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<S> <C>
DELAWARE 04-3221586
(State or other jurisdiction of incorporation) (I.R.S. Employer Identification No.)
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19 PRESIDENTIAL WAY, WOBURN, MA 01801
(Address of Principal Executive Offices)
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AMENDED AND RESTATED 1994 EQUITY INCENTIVE PLAN
(Full Title of the Plan)
DR. STEPHEN A. HILL
President and Chief Executive Officer
ArQule, Inc.
19 Presidential Way
Woburn, Massachusetts 01801
(781) 994-0300
(Name, address and telephone number of agent for service)
with copies to:
MICHAEL E. LYTTON, ESQ.
Palmer & Dodge LLP
One Beacon Street
Boston, Massachusetts 02108
(617) 573-0100
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CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum
Title of each class of securities Amount to be offering price per aggregate offering Amount of
to be registered registered (1)(2) share price registration fee
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Common Stock, $0.01 par value 1,000,000 shares $16.625(3) $16,625,000(3) $4,389
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(1) Pursuant to Rule 416 under the Securities Act of 1933, to the extent
additional shares of our common stock may be issued or issuable as a result
of a stock split or other distribution declared at any time by the Board of
Directors while this registration statement is in effect, this registration
statement is hereby deemed to cover all such additional shares common
stock.
(2) This registration statement registers an additional 1,000,000 shares
issuable under our Amended and Restated 1994 Equity Incentive Plan. We have
previously registered 4,172,828 shares under this plan (File Nos. 333-55705
and 333-25371).
(3) Estimated solely for the purpose of determining the registration fee and
computed pursuant to Rule 457(h)(1). The proposed maximum offering price
per share indicated equals the last per share sale price of ArQule common
stock on August 1, 2000 as reported by the Nasdaq National Market.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
STATEMENT REGARDING INCORPORATION OF INFORMATION BY REFERENCE FROM EFFECTIVE
REGISTRATION STATEMENTS
Pursuant to Instruction E to Form S-8, the contents of (i) our registration
statement on Form S-8 filed with the Securities and Exchange Commission on April
17, 1997 (File No. 333-25371) relating to the registration of 2,672,828 shares
of our common stock authorized for issuance under the our Amended and Restated
1994 Equity Incentive Plan and (ii) our registration statement on Form S-8 filed
with the Securities and Exchange Commission on June 1, 1998 (File No. 333-55705)
relating to the registration of 1,500,000 shares of our common stock authorized
for issuance under the our Amended and Restated 1994 Equity Incentive Plan, are
incorporated by reference in their entirety in this registration statement. This
registration statement provides for the registration of an additional 1,000,000
shares of our common stock authorized for issuance under our Amended and
Restated 1994 Equity Incentive Plan.
ITEM 8
See Exhibit Index immediately following the signature page.
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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 Woburn, Commonwealth of Massachusetts, on this 4th
day of August, 2000.
ARQULE, INC.
By: /s/ Stephen A. Hill
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Stephen A. Hill
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of ArQule, Inc., hereby
severally constitute and appoint Stephen A. Hill, David C. Hastings, Michael E.
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:
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SIGNATURE TITLE DATE
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/s/ Stephen A. Hill Principal Executive August 4, 2000
---------------------------------------- Officer and Director
Stephen A. Hill
/s/ David C. Hastings Principal Financial and August 4, 2000
---------------------------------------- Accounting Officer
David C. Hastings
/s/ Laura Avakian Director August 4, 2000
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Laura Avakian
/s/ Werner Cautreels Director August 4, 2000
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Werner Cautreels
/s/ L. Patrick Gage Director August 4, 2000
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L. Patrick Gage
________________________________________ Director
Tuan Ha-Ngoc
/s/ Michael Rosenblatt Director August 4, 2000
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Michael Rosenblatt
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EXHIBIT INDEX
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EXHIBIT NUMBER DESCRIPTION
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4.1 Amended and Restated By-laws of the Company. Filed as Exhibit 3.1 to the Company's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1999 (file No. 000-21429)
and incorporated herein by reference.
5 Opinion of Palmer & Dodge LLP. Filed herewith.
23.1 Consent of PricewaterhouseCoopers LLP. Filed herewith.
23.2 Consent of Palmer & Dodge LLP (contained in Exhibit 5).
99.1 Amended and Restated 1994 Equity Incentive Plan. Filed as Appendix A to our Proxy
Statement on Schedule 14A filed on April 14, 2000 (File No. 000-21429) and
incorporated herein by reference.
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