As filed with the Securities and Exchange Commission on August 21, 2001 REGISTRATION NO. 333- ================================================================================ 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 (I.R.S. Employer of incorporation) Identification No.) 19 PRESIDENTIAL WAY, WOBURN, MA 01801 (Address of Principal Executive Offices) ----------------------- 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 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 ----------------------------------- -------------------- -------------------- --------------------- ------------------ 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 price registration fee ----------------------------------- -------------------- -------------------- --------------------- ------------------ Common Stock, $0.01 par value 100,000 shares $12.10 (3) $1,210,000 (3) $302.50 ----------------------------------- -------------------- -------------------- --------------------- ------------------ (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 100,000 shares issuable under our Amended and Restated 1996 Employee Stock Purchase Plan. We have previously registered 420,000 shares under this plan (File Nos. 333-19469 and 333-82113). (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 1996 Employee Stock Purchase 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. 333-19469) filed with the Securities and Exchange Commission on January 9, 1997, including exhibits thereto, relating to the registration of 120,000 shares of our common stock authorized for issuance under our Amended and Restated 1996 Employee Stock Purchase Plan, and (ii) our Registration Statement on Form S-8 (Registration No. 333-82113) filed with the Securities and Exchange Commission on July 1, 1999, including exhibits thereto, relating to the registration of 300,000 shares of our common stock authorized for issuance under our Amended and Restated 1996 Employee Stock Purchase Plan, are incorporated by reference in their entirety in this registration statement. This registration statement provides for the registration of an additional 100,000 shares of our common stock authorized for issuance under our Amended and Restated 1996 Employee Stock Purchase 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 ------------------------------------- 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 ---------------------------------------- Laura Avakian /s/ Werner Cautreels Director August 21, 2001 ---------------------------------------- Werner Cautreels /s/ Ariel Elia Director (Chairman) August 21, 2001 ---------------------------------------- Ariel Elia /s/ L. Patrick Gage Director August 21, 2001 ---------------------------------------- L. Patrick Gage /s/ Tuan Ha-Ngoc Director August 21, 2001 ---------------------------------------- Tuan Ha-Ngoc /s/ Michael Rosenblatt Director August 21, 2001 ---------------------------------------- Michael Rosenblatt EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION -------------- ----------- 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 1996 Employee Stock Purchase Plan. Filed herewith.