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As filed with the Securities and Exchange Commission on November 15, 2000
Registration No. 333-____________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
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 (I.R.S. Employer
of incorporation or organization) Identification Number)
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19 PRESIDENTIAL WAY
WOBURN, MASSACHUSETTS 01801
(781) 994-0300
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
DR. STEPHEN A. HILL
President and Chief Executive Officer
ArQule, Inc.
19 Presidential Way
Woburn, Massachusetts
(781) 994-0300
(Name, address, including zip code, and telephone number, including area code,
of agent for service) Copies to:
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MICHAEL LYTTON, ESQ. JONATHAN L. KRAVETZ, ESQ.
PALMER & DODGE LLP MINTZ, LEVIN, COHN FERRIS GLOVSKY AND POPEO, P.C.
ONE BEACON STREET ONE FINANCIAL CENTER
BOSTON, MASSACHUSETTS 02108 BOSTON, MASSACHUSETTS 02111
(617) 573-0100 (617) 542-6000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration number of the earlier effective
registration statement for the same offering. /X/ 333-48358
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration number of the earlier effective registration statement for the
same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and list the Securities
Act registration number of the earlier effective registration statement for the
same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule
434, check the following box. / /
CALCULATION OF REGISTRATION FEE
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================================================================================================================================
Amount to be Proposed Maximum Proposed Maximum Amount of
Registered(1) Offering Price Aggregate Registration
Per Share(2) Offering Price(1) Fee(2)
Title of each class of securities to be registered
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Common Stock, $.01 par value per share............ 483,000 shares $22.50 $10,867,500 $2,870
================================================================================================================================
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(1) Includes shares which the Underwriters may purchase to cover
over-allotments, if any.
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(2) The registration fee is calculated pursuant to Rule 457(a) under the
Securities Act of 1933 based on the public offering price of $22.50 per
share.
THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING WITH THE
COMMISSION IN ACCORDANCE WITH RULE 462(b) UNDER THE SECURITIES ACT OF 1933.
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EXPLANATORY NOTE AND INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This registration statement is being filed with respect to the
registration of additional shares of common stock, $.01 par value per share, of
ArQule, Inc., a Delaware corporation, pursuant to Rule 462(b) under the
Securities Act of 1933, as amended. The contents of the registrant's effective
registration statement on Form S-3 (File No. 333-48358) are incorporated into
this registration statement by reference.
The required opinions and consents are listed on an Exhibit Index and
filed herewith.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in City of
Woburn, Commonwealth of Massachusetts, on November 15, 2000.
ARQULE, INC.
By: *
-----------------------------------------------
Stephen A. Hill
President and Chief Executive Officer
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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* President and Chief Executive Officer November 15, 2000
------------------------------------ (Principal Executive Officer)
Stephen A. Hill
* Senior Vice President of Research and November 15, 2000
------------------------------------ Development, Chief Scientific Officer
Philippe Bey
* Vice President, Chief Financial Officer November 15, 2000
------------------------------------ and Treasurer (Principal Financial Officer
David C. Hastings and Principal Accounting Officer
* Director November 15, 2000
------------------------------------
Laura Avakian
* Director November 15, 2000
------------------------------------
Werner Cautreels
* Director November 15, 2000
------------------------------------
Ariel Elia
* Director November 15, 2000
------------------------------------
L. Patrick Gage
* Director November 15, 2000
------------------------------------
Tuan Ha-Ngoc
*By: /s/ Michael Lytton
Michael Lytton
As Attorney-in-Fact
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EXHIBIT INDEX
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<CAPTION>
Exhibit No. Title
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5.1 Opinion of Palmer & Dodge LLP. Filed herewith
23.1 Consent of Palmer & Dodge LLP (Included in the opinion filed as
Exhibit 5.1.)
23.2 Consent of PricewaterhouseCoopers LLP. Filed herewith
24.1* Power of Attorney
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* Filed with the registrant's Registration Statement on Form S-3
(Registration No. 333-48358).
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