As filed with the Securities and Exchange Commission on January 16, 2020

Registration No. 333-19469

Registration No. 333-25369

Registration No. 333-25371

Registration No. 333-55705

Registration No. 333-82113

Registration No. 333-43044

Registration No. 333-43046

Registration No. 333-55502

Registration No. 333-68056

Registration No. 333-68058

Registration No. 333-105297

Registration No. 333-105298

Registration No. 333-105299

Registration No. 333-106035

Registration No. 333-123911

Registration No. 333-123912

Registration No. 333-128738

Registration No. 333-128740

Registration No. 333-128741

Registration No. 333-130159

Registration No. 333-148793

Registration No. 333-148794

Registration No. 333-161113

Registration No. 333-161115

Registration No. 333-171900

Registration No. 333-178226

Registration No. 333-178227

Registration No. 333-178228

Registration No. 333-198883

Registration No. 333-198884

Registration No. 333-228594

Registration No. 333-228595

UNITED STATES

SECURITIES AND EXCHANGE  COMMISSION

 WASHINGTON, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-19469

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-25369

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-25371

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-55705

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-82113

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-43044

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-43046

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-55502

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-68056

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-68058

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-105297

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-105298

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-105299

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-106035

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-123911

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-123912

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-128738

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-128740

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-128741

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-130159

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-148793

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-148794

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-161113

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-161115

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-171900

POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8 REGISTRATION STATEMENT NO. 333-178226

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-178227

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-178228

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-198883

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-198884

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-228594

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-228595

ARQULE, INC.

(Exact name of issuer as specified in its charter)

Delaware	04-3221586
(State of incorporation)	(I.R.S. Employer Identification No.)
One Wall Street
Burlington, Massachusetts
(781) 994-0300	01803
(Address of Principal Executive Offices)	(Zip Code)

ARQULE, INC. AMENDED AND RESTATED 1994 EQUITY INCENTIVE PLAN

 ARQULE, INC. AMENDED AND RESTATED 1996 DIRECTOR STOCK OPTION PLAN

 ARQULE, INC. AMENDED AND RESTATED 1996 EMPLOYEE STOCK PURCHASE PLAN

 OPTIONS ISSUED IN CONNECTION WITH ARQULE, INC.’S ACQUISITION OF CAMITRO CORPORATION

 ARQULE, INC. 2005 DIRECTOR STOCK COMPENSATION PLAN

 ARQULE, INC. 2014 EQUITY INCENTIVES PLAN

 ARQULE, INC. 2018 EMPLOYEE STOCK PURCHASE PLAN

(Full title of plan)

Rita Karachun

President

ArQule, Inc.
One Wall Street
Burlington, Massachusetts 01803
(781) 994-0300

 (Name, address and telephone number of agent for service)

Copy to:

 Catherine J. Dargan, Esq.

 Michael J. Riella, Esq.

 Covington & Burling LLP

 One CityCenter

 850 Tenth Street, NW

 Washington, DC 20001-4956

+1 (202) 662 6000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

DEREGISTRATION OF COMMON STOCK

This Post-Effective Amendment (the “Post-Effective Amendment”) relates to the following Registration Statements on Form S-8 (collectively, the “Registration Statements”) filed by ArQule, Inc., a Delaware corporation ( “ArQule”)  with the Securities and Exchange Commission (the “SEC”):

• Registration Statement No. 333-19469, filed on January 9, 1997, relating to the 1996 Employee Stock Purchase Plan;

• Registration Statement No. 333-25369, filed on April 17, 1997, relating to the 1996 Director Stock Option Plan;

• Registration Statement No. 333-25371, filed on April 17, 1997, relating to the Amended and Restated 1994 Equity Incentive Plan;

• Registration Statement No. 333-55705, filed on June 1, 1998, relating to the Amended and Restated 1994 Equity Incentive Plan;

• Registration Statement No. 333-82113, filed on July 1, 1999, relating to the 1996 Employee Stock Purchase Plan;

• Registration Statement No. 333-43044, filed on August 4, 2000, relating to the Amended and Restated 1994 Equity Incentive Plan;

• Registration Statement No. 333-43046, filed on August 4, 2000, relating to the Amended and Restated 1996 Director Stock Option Plan;

• Registration Statement No. 333-55502, filed on February 13, 2001, relating to the options issued in connection with ArQule’s acquisition of Camitro Corporation;

• Registration Statement No. 333-68056, filed on August 21, 2001, relating to the Amended and Restated 1996 Employee Stock Purchase Plan;

• Registration Statement No. 333-68058, filed on August 21, 2001, relating to the Amended and Restated 1994 Equity Incentive Plan;

• Registration Statement No. 333-105297, filed on May 15, 2003, relating to the ArQule, Inc. Amended and Restated 1996 Director Stock Option Plan;

• Registration Statement No. 333-105298, filed on May 15, 2003, relating to the ArQule, Inc. Amended and Restated 1996 Employee Stock Purchase Plan;

• Registration Statement No. 333-105299, filed on May 15, 2003, relating to the ArQule, Inc. Amended and Restated 1994 Equity Incentive Plan;

• Registration Statement No. 333-106035, filed on June 11, 2003, relating to the ArQule, Inc. Amended and Restated 1996 Employee Stock Purchase Plan;

• Registration Statement No. 333-123911, filed on April 7, 2005, relating to the ArQule, Inc. Amended and Restated 1996 Director Stock Option Plan;

• Registration Statement No. 333-123912, filed on April 7, 2005, relating to the ArQule, Inc. Amended and Restated 1994 Equity Incentive Plan;

• Registration Statement No. 333-128738, filed on September 30, 2005, relating to the ArQule, Inc. Amended and Restated 1996 Employee Stock Purchase Plan;

• Registration Statement No. 333-128740, filed on September 30, 2005, relating to the ArQule, Inc. Amended and Restated 1994 Equity Incentive Plan;

• Registration Statement No. 333-128741, filed on September 30, 2005, relating to the ArQule, Inc. Amended and Restated 1996 Director Stock Option Plan;

• Registration Statement No. 333-130159, filed on December 6, 2005, relating to the ArQule, Inc. 2005 Director Stock Compensation Plan;

• Registration Statement No. 333-148793, filed on January 22, 2008, relating to the ArQule, Inc. Amended and Restated 1996 Director Stock Option Plan;

• Registration Statement No. 333-148794, filed on January 22, 2008, relating to the ArQule, Inc. Amended and Restated 1996 Employee Stock Purchase Plan;

• Registration Statement No. 333-161113, filed on August 6, 2009, relating to the ArQule, Inc. Amended and Restated 1996 Employee Stock Purchase Plan;

• Registration Statement No. 333-161115, filed on August 6, 2009, relating to the ArQule, Inc. Amended and Restated 1994 Equity Incentive Plan;

• Registration Statement No. 333-171900, filed on January 27, 2011, relating to the ArQule, Inc. Amended and Restated 1994 Equity Incentive Plan;

• Registration Statement No. 333-178226, filed on November 30, 2011, relating to the ArQule, Inc. Amended and Restated 1994 Equity Incentive Plan;

• Registration Statement No. 333-178227, filed on November 30, 2011, relating to the ArQule, Inc. Amended and Restated 1996 Employee Stock Purchase Plan;

• Registration Statement No. 333-178228, filed on November 30, 2011, relating to the ArQule, Inc. Amended and Restated 1996 Director Stock Option Plan;

• Registration Statement No. 333-198883, filed on September 23, 2014, relating to the ArQule, Inc. Amended and Restated 1996 Director Stock Option Plan;

• Registration Statement No. 333-198884, filed on September 23, 2014, relating to the ArQule, Inc. 2014 Equity Incentives Plan;

• Registration Statement No. 333-228594, filed on November 29, 2018, relating to the ArQule, Inc. 2018 Employee Stock Purchase Plan;

• Registration Statement No. 333-228595, filed on November 29, 2018, relating to the ArQule, Inc. 2014 Equity Incentives Plan;

On December 6, 2019, ArQule entered into an agreement and plan of merger (as amended, supplemented or otherwise modified from time to time, the “Merger Agreement”) with Argon Merger Sub, Inc., a Delaware corporation (“Purchaser”) and wholly-owned subsidiary of Merck Sharp & Dohme Corp., a New Jersey corporation (“Parent”). Pursuant to the Merger Agreement, on January 16, 2020, Purchaser merged with and into ArQule with ArQule surviving the merger as a wholly-owned subsidiary of Parent.

As a result of the consummation of the transactions contemplated by the Merger Agreement, ArQule has terminated all offerings of its securities pursuant to the Registration Statements. In accordance with the undertakings made by ArQule in the Registration Statements to remove from registration by means of a post-effective amendment any securities that had been registered for issuance but remain unsold at the termination of the offering, ArQule hereby removes and withdraws from registration any and all securities registered pursuant to the Registration Statements that remain unsold as of the date hereof.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Post-Effective Amendment to the Registration Statements described above to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Burlington, Commonwealth of Massachusetts, on the 16th day of January, 2020. No other person is required to sign this Post-Effective Amendment to the Registration Statements in reliance on Rule 478 of the Securities Act of 1933, as amended.

ARQULE, INC.
By:	/s/ Faye C. Brown
Name:	Faye C. Brown
Title:	Assistant Secretary