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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   58-1959440
(State or other jurisdiction of   (I.R.S. Employer
incorporation or organization)   Identification No.)

19 Presidential Way,
Woburn, Massachusetts 01801
(Address, including zip code, of principal executive offices)

ArQule, Inc. Amended and Restated 1996 Employee Stock Purchase 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, including zip code, and telephone number including area code,
of agent for service)

Copy to:
Richard E. Baltz, Esq.
Arnold & Porter
555 12th Street, N.W.

Washington, D.C. 20004
(202) 942-5124
                         

Calculation of Registration Fee

                 
        Proposed maximum   Proposed maximum    
Title of securities   Amount to be   offering price per   aggregate offering   Amount of
to be registered   registered (1)   unit (2)(3)   price (3)   registration fee
 
 
 
 
Common Stock,
 
 
 
 
 
 
 
 
$.01 par value
 
300,000
 
$4.55
 
$1,365,000
 
$110.43

(1)   Pursuant to Rule 416, promulgated under the Securities Act of 1933, as amended, an additional undeterminable number of shares of Common Stock is being registered to cover any adjustment in the number of shares of Common Stock issuable pursuant to the anti-dilution provisions of the Amended and Restated 1996 Employee Stock Purchase Plan.
 
(2)   Calculated on the basis of the average of the high and low sale prices of the Registrant’s Common Stock as reported on June 4, 2003 on the Nasdaq National Market which date is within 5 business days prior to the date of the filing of this Registration Statement.
 
(3)   Estimated solely for the purpose of determining the registration fee in accordance with Rule 457(h).

The prospectus which will be part of this registration statement is a combined prospectus under SEC Rule 429 intended to be used for the offering of (a) the shares of the Company’s Common Stock registered hereunder, and (b) the shares of the Company’s Common Stock remaining to be issued which have been previously registered by Registration Statements on Form S-8 File Nos. 333-19469, 333-82113, 333-68056 and 333-105298.

 

 

EXPLANATORY NOTE AND INCORPORATION BY REFERENCE

     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 ArQule, Inc.’s (the “Company”) Amended and Restated 1996 Employee Stock Purchase Plan (the “Plan”) is already effective. In accordance with General Instruction E to Form S-8, the contents of (i) the Company’s Registration Statement on Form S-8 (File No. 333-19469) filed with the Securities Exchange Commission (the “Commission”) on January 9, 1997, relating to the registration of 120,000 shares of the Company’s common stock, $.01 par value per share (the “Common Stock”) authorized for issuance under the Plan, (ii) the Company’s Registration Statement on Form S-8 (File No. 333-82113) filed with the Commission on July 1, 1999, relating to the registration of 300,000 shares of Common Stock authorized for issuance under the Plan (iii) the Company’s Registration Statement on Form S-8 (File No. 333-68056) filed with the Commission on August 21, 2001, relating to the registration of 100,000 shares of Common Stock authorized for issuance under the Plan, and (iv) the Company’s Registration Statement on Form S-8 (File No. 333-105298) filed with the Commission on May 15, 2003, relating to the registration of 200,000 shares of Common Stock authorized for issuance under the Plan are incorporated by reference in their entirety in this Registration Statement.

     This Registration Statement provides for the registration of an additional 300,000 shares of Common Stock authorized for issuance under the Plan.

 

 

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The following documents filed by the Company (File No. 000-20713) with the Commission under the Securities Exchange Act of 1934, as amended (“Exchange Act”), are incorporated herein by reference:

(a)   The Company’s Annual Report on Form 10-K for the year ended December 31, 2002, filed with the Commission on March 31, 2003.
 
(b)   The Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2003, filed with the Commission on May 15, 2003.
 
(c)   The description of the Company’s Common Stock contained in a registration statement on Form 8-A filed with the Commission on September 25, 1996, and any amendments or reports filed for the purpose of updating such description.

     All documents filed by the Registrant after the date of this Registration Statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all Common Stock offered hereby has been sold or which deregisters such Common Stock then remaining unsold, shall be deemed to be incorporated in this Registration Statement by reference and shall be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference in this Registration Statement shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference in this Registration Statement modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or so superseded, to constitute a part of this Registration Statement.

Item 8. Exhibits

     
Exhibit 4   ArQule, Inc. Amended and Restated 1996 Employee Stock Purchase Plan, as amended, filed herewith.
Exhibit 5   Opinion of J. David Jacobs, filed herewith.
Exhibit 23.1   Consent of J. David Jacobs, included in the opinion filed as Exhibit 5 hereto.
Exhibit 23.2   Consent of PriceWaterhouseCoopers LLP, filed herewith.
Exhibit 24   Powers of Attorney of certain officers and directors of ArQule, Inc., filed herewith.

 

 

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the Company 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 June 10, 2003.

         
     ARQULE, INC  
 
    By:   /s/ Stephen A. Hill
Stephen A. Hill
President and Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated:

         
Signature   Title   Date
         
/s/ Stephen A. Hill
Stephen A. Hill		   President, Chief Executive Officer and Director (Principal Executive Officer)   June 10, 2003
         
/s/ David C. Hastings
David C. Hastings		   Vice President, Chief Financial Officer and Treasurer (Principal Accounting and Financial Officer)   June 10, 2003
         
/s/ Ariel Elia
Ariel Elia		   Chairman of the Board   June 10, 2003
         
/s/ Laura Avakian
Laura Avakian		   Director   June 10, 2003
         
/s/ Timothy C. Barabe
Timothy C. Barabe		   Director   June 10, 2003
         
/s/ Werner Cautreels
Werner Cautreels		   Director   June 10, 2003
         
/s/ Tuan Ha-Ngoc
Tuan Ha-Ngoc 		  Director   June 10, 2003
         
/s/ Michael Rosenblatt
Michael Rosenblatt		   Director   June 10, 2003
         
/s/ Patrick J. Zenner
Patrick J. Zenner		   Director   June 3, 2003

 

 

INDEX TO EXHIBITS

     
Exhibit 4   ArQule, Inc. Amended and Restated 1996 Employee Stock Purchase Plan, as amended, filed herewith.
Exhibit 5   Opinion of J. David Jacobs, filed herewith.
Exhibit 23.1   Consent of J. David Jacobs, included in the opinion filed as Exhibit 5 hereto.
Exhibit 23.2   Consent of PricewaterhouseCoopers LLP, filed herewith.
Exhibit 24   Powers of Attorney of certain officers and directors of ArQule, Inc., filed herewith.