As filed with the Securities and Exchange Commission on August 21, 2001
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)
DELAWARE 04-3221586
(State or other jurisdiction of incorporation) (I.R.S. Employer
Identification No.)
19 PRESIDENTIAL WAY, WOBURN, MA 01801
(Address of Principal Executive Offices)
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:
PAUL M. KINSELLA, ESQ.
Palmer & Dodge LLP
One Beacon Street
Boston, Massachusetts 02108
(617) 573-0100
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 (3) price (3) registration fee
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Common Stock, $0.01 par value 1,000,000 shares $12.10 $12,100,000 $3,025.00
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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 5,172,828 shares under this plan (File Nos.
333-25371, 333-55705, and 333-43044).
(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 16, 2001 as reported by the Nasdaq National Market.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
STATEMENT REGARDING INCORPORATION OF INFORMATION BY REFERENCE FROM EFFECTIVE
REGISTRATION STATEMENTS
This Registration Statement registers additional securities of the same
class as other securities for which a registration statement filed on Form S-8
relating to our Amended and Restated 1994 Equity Incentive Plan is already
effective. Pursuant to General Instruction E of this Form, the contents of (i)
our registration statement on Form S-8 (File No. 333-25371) filed with the
Securities and Exchange Commission on April 17, 1997, including exhibits
thereto, relating to the registration of 2,672,828 shares of our common stock
authorized for issuance under our Amended and Restated 1994 Equity Incentive
Plan, (ii) our registration statement on Form S-8 (File No. 333-55705) filed
with the Securities and Exchange Commission on June 1, 1998, including exhibits
thereto, relating to the registration of 1,500,000 shares of our common stock
authorized for issuance under our Amended and Restated 1994 Equity Incentive
Plan, and (iii) our registration statement on Form S-8 (File No. 333-43044)
filed with the Securities and Exchange Commission on August 4, 2000 relating to
the registration of 1,000,000 shares of our common stock authorized for issuance
under 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.
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 21st
day of August, 2001.
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, and Paul M.
Kinsella, 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:
SIGNATURE TITLE DATE
/s/ Stephen A. Hill Principal Executive August 21, 2001
--------------------------------------- Officer and Director
Stephen A. Hill
/s/ David C. Hastings Principal Financial and August 21, 2001
---------------------------------------- Accounting Officer
David C. Hastings
/s/ Laura Avakian Director August 21, 2001
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Laura Avakian
/s/ Werner Cautreels Director August 21, 2001
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Werner Cautreels
/s/ Ariel Elia Director (Chairman) August 21, 2001
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Ariel Elia
/s/ L. Patrick Gage Director August 21, 2001
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L. Patrick Gage
/s/ Tuan Ha-Ngoc Director August 21, 2001
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Tuan Ha-Ngoc
/s/ Michael Rosenblatt Director August 21, 2001
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Michael Rosenblatt
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
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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 herewith.