Delaware | 58-1959440 | |||
(State or other jurisdiction of | (I.R.S. Employer | |||
incorporation or organization) | Identification No.) |
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 | |||||||||||||||
(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 2005 Director Stock Compensation Plan. | |
(2) | Calculated on the basis of the average of the high and low sale prices of the Registrants Common Stock as reported on December 1, 2005 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). |
(a) | The Companys Annual Report on Form 10-K for the year ended December 31, 2004, filed with the Commission on March 16, 2005; |
(b) | The Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2005, filed with the Commission on April 29, 2005; |
(c) | The Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 2005, filed with the Commission on August 5, 2005; |
(d) | The Companys Quarterly Report on Form 10-Q for the quarter ended September 30, 2005, filed with the Commission on November 4, 2005; |
(e) | The Companys 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 Companys 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. |
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. |
ARQULE, INC. |
||||
By: | /s/ Stephen A. Hill | |||
Stephen A. Hill | ||||
President and Chief Executive Officer | ||||
Signature | Title | Date | ||
/s/ Stephen A. Hill
|
President, Chief Executive Officer and Director (Principal Executive Officer) | December 5, 2005 | ||
/s/ Louise A. Mawhinney
|
Vice President, Chief Financial Officer, Treasurer and Secretary (Principal Accounting and Financial Officer) | December 5, 2005 | ||
/s/ Patrick J. Zenner
|
Chairman of the Board | December 5, 2005 | ||
/s/ Michael J. Astrue
|
Director | December 5, 2005 | ||
/s/ Laura Avakian
|
Director | December 5, 2005 | ||
/s/ Timothy C. Barabe
|
Director | December 5, 2005 | ||
/s/ Werner Cautreels
|
Director | December 5, 2005 | ||
/s/ Tuan Ha-Ngoc
|
Director | December 5, 2005 | ||
/s/ Ronald M. Lindsay
|
Director | December 5, 2005 | ||
/s/ William G. Messenger
|
Director | December 5, 2005 |
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. |