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. 2005 Director Stock Compensation 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

Title of securities to be

Amount to be

Proposed

Proposed maximum

Amount of

registered

registered (1)

maximum offering

aggregate offering

registration fee

price per unit (2)(3)

price (3)

Common Stock, $.01 par value

250,000

$

7.03

$

1,757,500

$

188.05

 

 

PART II

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 Quarterly Report on Form 10-Q for the quarter ended September 30, 2005, filed with the Commission on November 4, 2005;

(e)

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, June 15, 2005; September 16, 2005, September 30, 2005, October 17, 2005, and November 17, 2005; and

(f)

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. 2005 Director Stock Compensation Plan.
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,

     Commonwealth of Massachusetts, on December 5, 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)		December 5, 2005
/s/ Louise A. Mawhinney   Louise A. Mawhinney		Vice President, Chief Financial Officer, Treasurer and Secretary (Principal Accounting and Financial Officer)		December 5, 2005
/s/ Patrick J. Zenner   Patrick J. Zenner		Chairman of the Board		December 5, 2005
/s/ Michael J. Astrue   Michael J. Astrue		Director		December 5, 2005
/s/ Laura Avakian   Laura Avakian		Director		December 5, 2005
/s/ Timothy C. Barabe   Timothy C. Barabe		Director		December 5, 2005
/s/ Werner Cautreels   Werner Cautreels		Director		December 5, 2005
/s/ Tuan Ha-Ngoc   Tuan Ha-Ngoc		Director		December 5, 2005
/s/ Ronald M. Lindsay   Ronald M. Lindsay		Director		December 5, 2005
/s/ William G. Messenger   William G. Messenger		Director		December 5, 2005

INDEX TO EXHIBITS

Exhibit 4		ArQule, Inc. 2005 Director Stock Compensation Plan, 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.