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 Director Stock Option 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 12^th Street, N.W.
Washington, D.C. 20004
(202) 942-5124

Calculation of Registration Fee

Proposed

maximum offering

Proposed maximum

Title of securities to be

Amount to be

price per unit

aggregate offering

Amount of

registered

registered (1)

(2)(3)

price (3)

registration fee

Common Stock, $.01 par value

150,000

$7.795

$1,169,250

$137.62

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. 333-25369, 333-43046, 333-105297 and 333-123911.

 

 

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 the ArQule, Inc. (the “Company”) Amended and Restated 1996 Director Stock Option 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. 333-25369) filed with the Securities Exchange Commission (the “Commission”) on April 17, 1997, relating to the registration of 125,000 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. 333-43046) filed with the Commission on August 4, 2000, relating to the registration of 65,500 shares of Common Stock authorized for issuance under the Plan, (iii) the Company’s Registration Statement on Form S-8 (File No. 333-105297) filed with the Commission on May 15, 2003, 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. 333-123911) filed with the Commission on April 7, 2005, relating to the registration of 60,000 shares of Common Stock authorized for issuance under the Plan, and are incorporated by reference in their entirety in this Registration Statement.

     This Registration Statement provides for the registration of an additional 150,000 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. 000-21429) 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, 2004, filed with the Commission on March 16, 2005;
(b)		The Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2005, filed with the Commission on April 29, 2005;
(c)		The Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2005, filed with the Commission on August 5, 2005;
(d)		The Company’s Current Reports on Form 8-K filed with the Commission on January 24, 2005, January 25, 2005, January 31, 2005, February 18, 2005, April 7, 2005, April 11, 2005, May 6, 2005, and June 15, 2005; and
(e)		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 Director Stock Option Plan, as amended.
Exhibit 5		Opinion of Robert J. Connaughton, Jr., filed herewith.
Exhibit 23.1		Consent of Robert J. Connaughton, Jr., included in the opinion filed as Exhibit 5 hereto.
Exhibit 23.2		Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm, 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, State of Massachusetts, on September 26, 2005.

     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)		September 26, 2005
/s/ Louise A. Mawhinney   Louise A. Mawhinney		Vice President, Chief Financial Officer and Treasurer (Principal Accounting and Financial Officer)		September 27, 2005
/s/ Patrick J. Zenner   Patrick Zenner		Chairman of the Board		September 27, 2005
/s/ Laura Avakian   Laura Avakian		Director		September 27, 2005
/s/ Michael J. Astrue   Michael J. Astrue		Director		September 27, 2005
/s/ Timothy C. Barabe   Timothy C. Barabe		Director		September 26, 2005
/s/ Werner Cautreels   Werner Cautreels		Director		September 27, 2005
/s/ Tuan Ha-Ngoc   Tuan Ha-Ngoc		Director		September 27, 2005
/s/ Ronald M. Lindsay   Ronald M. Lindsay		Director		September 28, 2005
/s/ William G. Messenger   William Messenger		Director		September 23, 2005

INDEX TO EXHIBITS

Exhibit 4		ArQule, Inc. Amended and Restated 1996 Director Stock Option Plan, as amended, filed herewith.
Exhibit 5		Opinion of Robert J. Connaughton, Jr., filed herewith.
Exhibit 23.1		Consent of Robert J. Connaughton, Jr., included in the opinion filed as Exhibit 5 hereto.
Exhibit 23.2		Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm, filed herewith.
Exhibit 24		Powers of Attorney of certain officers and directors of ArQule, Inc., filed herewith.