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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13G
(RULE 13d-102)
INFORMATION TO BE INCLUDED
IN STATEMENTS FILED PURSUANT TO
RULES 13D-1(b), (c) AND (d) AND AMENDMENTS
THERETO FILED PURSUANT TO 13d-2(b)
(AMENDMENT NO. 2)*
ARQULE, INC.
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(Name of Issuer)
COMMON
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(Title of Class of Securities)
042 69E 107
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(CUSIP Number)
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(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)
|_| 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 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).
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATIONS NOS. OF ABOVE PERSONS
Sevin Rosen Fund IV L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
NUMBER OF SHARES 658,113
BENEFICIALLY OWNED
BY EACH REPORTING 6 SHARED VOTING POWER
PERSON WITH -0-
7 SOLE DISPOSITIVE POWER
658,113
8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
658,113
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.4%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
2
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATIONS NOS. OF ABOVE PERSONS
SRB Associates IV L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
NUMBER OF SHARES 658,113
BENEFICIALLY OWNED
BY EACH REPORTING 6 SHARED VOTING POWER
PERSON WITH -0-
7 SOLE DISPOSITIVE POWER
658,113
8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
658,113
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.4%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
3
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATIONS NOS. OF ABOVE PERSONS
Jon W. Bayless
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
5 NUMBER OF SHARES
SOLE VOTING POWER 50,611
BENEFICIALLY OWNED
BY EACH REPORTING 6 SHARED VOTING POWER
PERSON WITH 658,113
7 SOLE DISPOSITIVE POWER
50,611
8 SHARED DISPOSITIVE POWER
658,113
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
708,724
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.8%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
4
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATIONS NOS. OF ABOVE PERSONS
Stephen M. Dow
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
5 SOLE VOTING POWER
NUMBER OF SHARES 14,500
BENEFICIALLY OWNED
BY EACH REPORTING 6 SHARED VOTING POWER
PERSON WITH 716,427
7 SOLE DISPOSITIVE POWER
14,500
8 SHARED DISPOSITIVE POWER
716,427
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
730,927
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.0%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
5
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATIONS NOS. OF ABOVE PERSONS
John V. Jaggers
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
5 SOLE VOTING POWER
NUMBER OF SHARES 37,693
BENEFICIALLY OWNED
BY EACH REPORTING 6 SHARED VOTING POWER
PERSON WITH 658,113
7 SOLE DISPOSITIVE POWER
37,693
8 SHARED DISPOSITIVE POWER
658,113
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
695,806
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.7%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
6
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATIONS NOS. OF ABOVE PERSONS
Charles H. Phipps
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
5 SOLE VOTING POWER
NUMBER OF SHARES 44,066
BENEFICIALLY OWNED
BY EACH REPORTING 6 SHARED VOTING POWER
PERSON WITH 662,363
7 SOLE DISPOSITIVE POWER
44,066
8 SHARED DISPOSITIVE POWER
662,363
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
706,429
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.8%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
7
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATIONS NOS. OF ABOVE PERSONS
Jennifer Gill Roberts
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
5 SOLE VOTING POWER
NUMBER OF SHARES 0
BENEFICIALLY OWNED
BY EACH REPORTING 6 SHARED VOTING POWER
PERSON WITH 658,113
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
658,113
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
658,113
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.4%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
8
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ITEM 1.
(A) NAME OF ISSUER.
ArQule, Inc., a Delaware corporation (the "Issuer").
(B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES.
The Issuer's principal executive offices are located at 200
Boston Avenue, Medford, Massachusetts 02155.
ITEM 2.
(A) NAMES OF PERSONS FILING.
This statement is filed by the following persons: (i) Sevin
Rosen Fund IV L.P. ("SR IV"); (ii) SRB Associates IV L.P. ("SRB IV"); (iii) Jon
W. Bayless ("Bayless"); (iv) Stephen M. Dow ("Dow"); (v) John V. Jaggers
("Jaggers"); (vi) Charles H. Phipps ("Phipps"); and (vii) Jennifer Gill Roberts
("Roberts"). SRB IV is the general partner of SR IV. Bayless, Dow, Jaggers,
Phipps and Roberts are the general partners of SRB IV.
(B) ADDRESS OF PRINCIPAL BUSINESS OFFICE.
The principal business office of each of SR IV, SRB IV,
Bayless, Jaggers, and Phipps is Two Galleria Tower, 13455 Noel Road, Suite 1670,
Dallas, Texas 75240. The principal business office of Dow and Roberts is 169
University Avenue, Palo Alto, California 94301.
(C) CITIZENSHIP.
SR IV and SRB IV are each Delaware limited partnerships.
Bayless, Dow, Jaggers, Phipps and Roberts are each U.S. citizens.
(D) TITLE OF CLASS OF SECURITIES.
This statement relates to shares of Common Stock, par value
$.01 per share (the "Common Stock"), of the Issuer.
9
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(E) CUSIP NUMBER.
042 69E 107
ITEM 3.
This statement is not being filed pursuant to Rule 13d-1(b) or
13d-2(b).
ITEM 4. OWNERSHIP.(1)
(A) AMOUNT BENEFICIALLY OWNED.
(i) Each of SR IV, SRB IV and Roberts beneficially
owns 658,113 shares of Common Stock.
(ii) Bayless beneficially owns 708,724 shares of
Common Stock.
(iii) Dow beneficially owns 722,427 shares of Common
Stock.
(iv) Jaggers beneficially owns 695,806 shares
of Common Stock.
(v) Phipps beneficially owns 706,429
shares of Common Stock.
(B) PERCENT OF CLASS.(2)
(i) SR IV and SRB - 5.4%.
(ii) Bayless - 5.8%
(iii) Dow - 5.9%
(iv) Jaggers - 5.7%
(v) Phipps - 5.8%
(vi) Roberts - 5.4%
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(1) Of the shares of Common Stock beneficially owned by each of SR IV, SRB
IV, Bayless, Jaggers, Dow, Phipps and Roberts, 658,113 shares are owned of
record by SR IV.
(2) According to the most recently available filing with the Securities and
Exchange Commission in which such number is required to be indicated.
10
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(C) POWER TO VOTE OR DIRECT THE VOTE AND DISPOSE OR DIRECT THE
DISPOSITION OF SECURITIES.
(i)(a) Each of SR IV and SRB IV has sole power to
to vote or dispose or to direct the vote or
disposition of 658,113 shares of Common
Stock.
(b) Each of SR IV and SRB IV has shared power
to vote or dispose or to direct the vote or
disposition of no shares of Common Stock.
(ii)(a) Bayless has sole power to vote or
dispose or to direct the vote or disposition
of 50,611 shares of Common Stock.
(b) Bayless has shared power to vote or dispose
or to direct the vote or disposition of
658,113 shares of Common Stock.
(iii)(a) Dow has sole power to vote or dispose or to
direct the vote or disposition of 14,500
shares of Common Stock.
(b) Dow has shared power to vote or dispose or
to direct the vote or disposition of 716,427
shares of Common Stock.
(iv) (a) Jaggers has sole power to vote or
dispose or to direct the vote or disposition
of 37,693 shares of Common Stock.
(b)Jaggers has shared power to vote to dispose
or to direct the vote or disposition of
658,113 shares of Common Stock.
(v)(a) Phipps has sole power to vote or dispose or
to direct the vote or disposition of 44,066
shares of Common Stock.
(b) Phipps has shared power to vote or dispose
or to direct the vote or disposition of
662,363 shares of Common Stock.
(v)(a) Roberts has sole power to vote or dispose or
to direct the vote or disposition of no
shares of Common Stock.
(b) Roberts has shared power to vote or dispose
or to direct the vote or disposition of
658,113 shares of Common Stock.
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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.
Not applicable.
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SIGNATURES/SIGNED IN COUNTERPART
After reasonable inquiry and to the best knowledge and belief
of the undersigned, the undersigned certify that the information set forth in
this statement is true, complete and correct.
SEVIN ROSEN FUND IV L.P.
By: SRB Associates IV L.P.,
General Partner
Dated: February 16, 1999 By: /S/ JOHN V. JAGGERS
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John V. Jaggers, a General Partner
SRB ASSOCIATES IV L.P.
Dated: February 16, 1999 By: /S/ JOHN V. JAGGERS
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John V. Jaggers, a General Partner
Dated: February 16, 1999 /S/ JOHN V. JAGGERS
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Jon W. Bayless, by John V. Jaggers,
Attorney-in-Fact
Dated: February 16, 1999 /S/ JOHN V. JAGGERS
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Stephen M. Dow, by John V. Jaggers,
Attorney-in-Fact
Dated: February 16, 1999 /S/ JOHN V. JAGGERS
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John V. Jaggers
Dated: February 16, 1999 /S/ JOHN V. JAGGERS
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Charles H. Phipps, by John V. Jaggers,
Attorney-in-Fact
Dated: February 16, 1999 /S/ JOHN V. JAGGERS
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Jennifer Gill Roberts, by John V. Jaggers,
Attorney-in-Fact
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EXHIBIT INDEX
EXHIBIT
99.1 Joint Filing Agreement.
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THIS DOCUMENT HAS BEEN SIGNED IN COUNTERPART
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities Exchange
Act of 1934, the persons named below agree to the joint filing on behalf of each
of them of a Statement on Schedule 13G (including amendments thereto) with
respect to the common stock of ArQule, Inc., and further agree that this Joint
Filing Agreement be included as an exhibit to such joint filings. In evidence
thereof each of the undersigned, being duly authorized, hereby execute this
Agreement on the date set forth opposite its or his name.
SEVIN ROSEN FUND IV L.P.
By: SRB Associates IV L.P.,
General Partner
Dated: February 16, 1999 By: /S/ JOHN V. JAGGERS
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John V. Jaggers, a General Partner
SRB ASSOCIATES IV L.P.
Dated: February 16, 1999 By: /S/ JOHN V. JAGGERS
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John V. Jaggers, a General Partner
Dated: February 16, 1999 /S/ JOHN V. JAGGERS
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Jon W. Bayless, by John V. Jaggers,
Attorney-in-Fact
Dated: February 16, 1999 /S/ JOHN V. JAGGERS
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Stephen M. Dow, by John V. Jaggers,
Attorney-in-Fact
Dated: February 16, 1999 /S/ JOHN V. JAGGERS
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John V. Jaggers
Dated: February 16, 19 /S/ JOHN V. JAGGERS
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Charles H. Phipps, by John V. Jaggers,
Attorney-in-Fact
Dated: February 16, 1999 /S/ JOHN V. JAGGERS
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Jennifer Gill Roberts, by John V. Jaggers,
Attorney-in-Fact
