UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
ArQule, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
04269E107
(CUSIP Number)
August 22, 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 remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
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 (however, see the
Notes).
<PAGE>
CUSIP No. 04269E107
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
OrbiMed Advisers Inc.
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
British Virgin Islands
5. Sole Voting Power 0
Number of
Shares 6. Shared Voting Power 759,300
Beneficially
Owned by 7. Sole Dispositive Power 0
Each Reporting
Person With 8. Shared Dispositive Power 759,300
<PAGE>
9. Aggregate Amount Beneficially Owned by Each Reporting Person
759,300
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
11. Percent of Class Represented by Amount in Row (9) 5.60%
12. Type of Reporting Person (See Instructions) IA
-------------------------------------------
CUSIP No. 04269E107
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
OrbiMed Advisors LLC
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
<PAGE>
5. Sole Voting Power 0
Number of
Shares 6. Shared Voting Power 759,300
Beneficially
Owned by 7. Sole Dispositive Power 0
Each Reporting
Person With 8. Shared Dispositive Power 759,300
9. Aggregate Amount Beneficially Owned by Each Reporting Person
759,300
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
11. Percent of Class Represented by Amount in Row (9) 5.60%
12. Type of Reporting Person (See Instructions) CO
-------------------------------------------
CUSIP No. 04269E107
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Caduceus Capital Trust
<PAGE>
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
Bermuda
5. Sole Voting Power 0
Number of
Shares 6. Shared Voting Power 759,300
Beneficially
Owned by 7. Sole Dispositive Power 0
Each Reporting
Person With 8. Shared Dispositive Power 759,300
9. Aggregate Amount Beneficially Owned by Each Reporting Person
759,300
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
11. Percent of Class Represented by Amount in Row (9) 5.60%
<PAGE>
12. Type of Reporting Person (See Instructions) OO
-------------------------------------------
CUSIP No. 04269E107
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Caduceus Capital II, 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
5. Sole Voting Power 0
Number of
Shares 6. Shared Voting Power 759,300
Beneficially
Owned by 7. Sole Dispositive Power 0
Each Reporting
Person With 8. Shared Dispositive Power 759,300
<PAGE>
9. Aggregate Amount Beneficially Owned by Each Reporting Person
759,300
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
11. Percent of Class Represented by Amount in Row (9) 5.60%
12. Type of Reporting Person (See Instructions) PN
-------------------------------------------
CUSIP No. 04269E107
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
PaineWebber Eucalyptus Fund, LLC
2. Check the Appropriate Box if a Member of a Group (See Instructions)
[ ] (a)
[ ] (b)
<PAGE>
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware
5. Sole Voting Power 0
Number of
Shares 6. Shared Voting Power 759,300
Beneficially
Owned by 7. Sole Dispositive Power 0
Each Reporting
Person With 8. Shared Dispositive Power 759,300
9. Aggregate Amount Beneficially Owned by Each Reporting Person
759,300
<PAGE>
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
11. Percent of Class Represented by Amount in Row (9) 5.60%
12. Type of Reporting Person (See Instructions) IV
-------------------------------------------
CUSIP No. 04269E107
<PAGE>
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
PaineWebber Eucalyptus Fund, Ltd.
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
Cayman Islands
5. Sole Voting Power 0
Number of
Shares 6. Shared Voting Power 759,300
Beneficially
Owned by 7. Sole Dispositive Power 0
Each Reporting
Person With 8. Shared Dispositive Power 759,300
9. Aggregate Amount Beneficially Owned by Each Reporting Person
759,300
<PAGE>
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
11. Percent of Class Represented by Amount in Row (9) 5.60%
12. Type of Reporting Person (See Instructions) IV
------------------------------------------------------------------------------
Item 1. (a) Issuer: ArQule, Inc.
(b) Address: 200 Boston Ave.
Medford, MA 02155
Item 2. (a) Name of Person Filing:
OrbiMed Advisers Inc.
OrbiMed Advisors LLC
Caduceus Capital Trust
Caduceus Capital II, L.P.
PaineWebber Eucalyptus Fund, LLC
PaineWebber Eucalyptus Fund, Ltd.
(b) Address of Principal Business Offices:
<PAGE>
c/o OrbiMed Advisors LLC
767 Third Avenue, 6th Floor
New York, New York 10010
(c) Citizenship:
Please refer to Item 4 on each cover sheet for each filing person
(d) Title of Class of Securities
Common stock
(e) CUSIP Number: 04269E107
Item 3. Not Applicable
Item 4. Ownership
Please see Items 5 - 9 and 11 for each cover sheet for each
filing separately
Item 5. Ownership of Five Percent or Less of a Class Not Applicable
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
<PAGE>
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>
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.
Date: September 21, 2000
OrbiMed Advisers Inc.
By: /s/ Samuel D. Isaly
----------------------------
Name: Samuel D. Isaly
Title: President
OrbiMed Advisors LLC
By: /s/ Samuel D. Isaly
----------------------------
Name: Samuel D. Isaly
Title: Managing Member
Caduceus Capital Trust
By: /s/ Samuel D. Isaly
----------------------------
Name: Samuel D. Isaly
Title: Portfolio Manager
Caduceus Captital II, L.P.
By: /s/ Samuel D. Isaly
----------------------------
Name: Samuel D. Isaly
Title: Portfolio Manager
PaineWebber Eucalyptus Fund, LLC
By: /s/ Samuel D. Isaly
----------------------------
Name: Samuel D. Isaly
Title: Portfolio Manager
PaineWebber Eucalyptus Fund, Ltd.
By: /s/ Samuel D. Isaly
----------------------------
Name: Samuel D. Isaly
Title: Portfolio Manager
