-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, A7l0VlUl/JXaoS9Ft2US8CPaw7OkHbx9IFHZv1GFJRu/DGkNgv1UqWIHXfxvO0BV hcUR2m/Zhi5IMSPlc2v4Jg== 0000950135-96-004083.txt : 19960926 0000950135-96-004083.hdr.sgml : 19960926 ACCESSION NUMBER: 0000950135-96-004083 CONFORMED SUBMISSION TYPE: 8-A12G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960925 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ARQULE INC CENTRAL INDEX KEY: 0001019695 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 043221586 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12G SEC ACT: 1934 Act SEC FILE NUMBER: 000-21429 FILM NUMBER: 96634297 BUSINESS ADDRESS: STREET 1: 200 BOSTON AVE CITY: MEDFORD STATE: MA ZIP: 02155 BUSINESS PHONE: 6173954100 MAIL ADDRESS: STREET 1: 200 BOSTON AVE CITY: MEDFORD STATE: MA ZIP: 02155 8-A12G 1 ARQULE, INC. 1 - ------------------------------------------------------------------------------- U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 --------------------------- FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) or 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 --------------------------- ARQULE, INC. ------------ (Exact name of Registrant as Specified in its Charter) DELAWARE 04-3221586 - ---------------------------------------- ------------------------------------ (State of Incorporation or Organization) (I.R.S. Employer Identification No.) 200 BOSTON AVENUE, MEDFORD, MASSACHUSETTS 02155 ----------------------------------------- ---------- (Address of Principal Executive Offices) (Zip Code) --------------------------- If this Form relates to the If this Form relates to the registration registration of a class of debt of a class of debt securities and is to securities and is effective upon become effective simultaneously with the filing pursuant to General effectiveness of a concurrent Instruction A(c)(1) please check registration statement under the the following box. / / Securities Act of 1933 pursuant to General Instruction A(c)(2) please check the following box. / / SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: Title of Each Class Name of Each Exchange on Which to be so Registered Each Class is to be Registered ------------------- ------------------------------ None None ------------------- ------------------------------ SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: COMMON STOCK, $0.01 PAR VALUE PER SHARE --------------------------------------- (Title of Class) 2 INFORMATION REQUIRED IN REGISTRATION STATEMENT ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. The description of the shares of Common Stock of ArQule, Inc. (the "Registrant") registered hereby is contained under the caption "Description of Capital Stock" on page 40 of the Registrant's Registration Statement on Form S-1 initially filed with the Securities and Exchange Commission on August 29, 1996 and amended on September 24, 1996 (Commission File No. 333-11105), under the Securities Act of 1933, as amended, and is hereby incorporated by reference. ITEM 2. EXHIBITS. 1. Amended and Restated Certificate of Incorporation of the Registrant, as amended through the date hereof. Filed as Exhibit 3.1 to the Registrant's Registration Statement on Form S-1 and hereby incorporated by reference. 2. Form of Certificate of Amendment to the Amended and Restated Certificate of Incorporation as proposed to be filed upon effectiveness of the Registrant's Registration Statement. Filed as Exhibit 3.2 to the Registrant's Registration Statement on Form S-1 and hereby incorporated by reference. 3. Form of Amended and Restated Certificate of Incorporation of the Registrant as proposed to be amended concurrently with the closing of this offering. Filed as Exhibit 3.3 to the Registrant's Registration Statement on Form S-1 and hereby incorporated by reference. 4. By-laws of the Registrant. Filed as Exhibit 3.4 to the Registrant's Registration Statement on Form S-1 and hereby incorporated by reference. 5. Amended and Restated By-Laws of the Registrant as proposed to be amended concurrently with the closing of this offering. Filed as Exhibit 3.5 to the Registrant's Registration Statement on Form S-1 and hereby incorporated by reference. 6. Specimen Common Stock Certificate, $0.01 par value per share, of the Registrant. Filed as Exhibit 4.1 to the Registrant's Registration Statement on Form S-1 and hereby incorporated by reference. 7. Specimen Common Stock Purchase Warrant of the Registrant. Filed as Exhibit 4.2 to the Registrant's Registration Statement on Form S-1 and hereby incorporated by reference. 8. 1994 Amended and Restated Equity Incentive Plan of the Registrant, as amended through October 17, 1994. Filed as Exhibit 10.1 to the Registrant's Registration Statement on Form S-1 and hereby incorporated by reference. 9. 1996 Employee Stock Purchase Plan of the Registrant. Filed as Exhibit 10.2 to the Registrant's Registration Statement on Form S-1 and hereby incorporated by reference. 10. 1996 Director Stock Option Plan of the Registrant. Filed as Exhibit 10.3 to the Registrant's Registration Statement on Form S-1 and hereby incorporated by reference. 11. Investors' Rights Agreement among the Registrant and certain Stockholders of the Registrant dated November 2, 1995. Filed as Exhibit 10.5 to the Registrant's Registration Statement on Form S-1 and hereby incorporated by reference. - 2 - 3 SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized. ARQULE, INC. Date: September 24, 1996 By: /s/ Eric B. Gordon ---------------------------------- Name: Eric B. Gordon Title: President and Chief Executive Officer - 3 - -----END PRIVACY-ENHANCED MESSAGE-----