8-K

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): June 15, 2005

ArQule, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

Delaware	000-21429	04-3221586
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
19 Presidential Way, Woburn, Massachusetts		01801
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: 781-994-0375

Not Applicable
______________________________________________
Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On June 9, 2005, the directors of ArQule, Inc. elected Ronald M. Lindsay, Ph.D. to ArQule’s Board of Directors. Dr. Lindsay will receive compensation for his services as a director as described in the attached Exhibit 99.1 which is incorporated herein by reference.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

(d) Election of Directors.

On June 9, 2005, the directors of ArQule, Inc. elected Ronald M. Lindsay, Ph.D. to ArQule’s Board of Directors. The press release announcing Dr. Lindsay’s election, including his professional background and qualifications, is filed as Exhibit 99.2 hereto. There was no arrangement or understanding between Dr. Lindsay and any other person associated with ArQule pursuant to which he was selected as a director. The Board of Directors and Dr. Lindsay have made no determination regarding his serving on any committee of the Board of Directors.

Item 9.01 Financial Statements and Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ArQule, Inc.
June 15, 2005	By:	Louise A. Mawhinney
		Name: Louise A. Mawhinney
		Title: Vice President, Chief Financial Officer, Treasurer and Secretary

Exhibit Index

Exhibit No.	Description
99.1	Description of Director Compensation
99.2	Text of Press Release dated June 14, 2005

EX-99.1

EXHIBIT 99.1

Director Compensation

Currently, each of our non-employee directors who is serving as a director prior to and immediately following any annual meeting of ArQule stockholders receives a $10,000 annual retainer. Each non-employee director also receives $2,000 for each day on which the Board of Directors meets and the director attends.

In addition to the base compensation for directors, the director serving as Chairman of the Board of Directors receives a $15,000 annual retainer and $1,000 for each meeting day of the Board of Directors attended.

In addition to the base compensation for directors, the director serving as Chairman of the Audit Committee receives a $10,000 annual retainer and $1,000 for each meeting day of the Board of Directors attended.

In addition to the base compensation for directors, the director serving as Chairman of the Compensation and Nominating Committee and the director serving as Chairman of the Science Committee each receive a $10,000 annual retainer.

Under our Director Stock Option Plan each non-employee director who is serving as a director prior to and immediately following any annual meeting of ArQule stockholders (whether or not a director is being re-elected) receives an automatic grant of an option to purchase 5,000 shares of our common stock. This option is fully exercisable on the date of grant. In addition, upon initial election to the Board, each non-employee director receives an automatic grant of an option to purchase 10,000 shares of common stock. This option become exercisable as to 3,334 shares on the date of the Company’s next annual meeting of stockholders following the date of grant and as to 3,333 shares on the date of each of the next two annual meetings of stockholders, so long as the director remains in office. All options referred to in this paragraph have a term of ten years and an exercise price equal to the closing price of the common stock as reported by the Nasdaq National Market on the last trading day prior to the date of grant.

EXHIBIT 99.2

Contact:
William B. Boni
VP, Investor Relations /

Corp. Communications

(781) 994-0300
www.ArQule.com

For Immediate Release:

ARQULE ANNOUNCES APPOINTMENT OF
RONALD M. LINDSAY TO BOARD OF DIRECTORS

Woburn, Mass., June 14, 2005 – ArQule, Inc. (NASDAQ: ARQL) is pleased to announce the appointment of Dr. Ronald M. Lindsay to its board of directors, effective June 9, 2005. Dr. Lindsay has held a number of leading positions in the biopharmaceutical industry, directing discovery and preclinical research efforts in cancer, neuroscience and genomics. He currently operates Milestone Consulting, a biotechnology consulting enterprise, and is a director of Sequenom, Inc. (NASDAQ: SQNM) and Neuro3D, a privately held French company. Dr. Lindsay is also a member of the scientific advisory boards of Serono International and Rinat Inc. and serves as a senior advisor to TVM GmbH, a German/U.S. venture capital group.

Dr. Lindsay previously held senior executive positions at Regeneron, Inc., where he was also a founding program director, Millennium Pharmaceuticals, Inc. and diaDexus Inc. Following post-doctoral work at the Friedrich Miescher Institute in Basel, Switzerland, Dr. Lindsay was a staff member at the National Institute for Medical Research, Mill Hill, London. He began his industry career as head of cell biology at the Sandoz Institute for Medical Research, University College, London.

Dr. Lindsay holds a B.Sc (Hons) in chemistry from the University of Glasgow and a Ph.D. in biochemistry from the University of Calgary. He has authored over 150 scientific articles and was recognized by the Institute for Scientific Information as one of the most highly cited neuroscientists of the 1990s.

“Dr. Lindsay brings more than 20 years of leadership experience in industry and scientific research to ArQule’s board,” said Dr. Stephen A. Hill, president and chief executive officer of ArQule. “We welcome him and look forward to his contributions as the company continues to move its product candidates from the pre-clinical phase into clinical testing.”

“ArQule’s capabilities and unique synergies in cancer biology and chemistry technologies, combined with its strong intellectual property position, make it an attractive player in the biotechnology industry, and I look forward to continuing progress at the company,” said Dr. Lindsay.

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ArQule/2

About ArQule

ArQule, Inc. is a biotechnology company engaged in research and development of next-generation small-molecule cancer therapeutics based on its innovative Activated Checkpoint Therapy^SM (ACT^SM) platform. ACT^SM compounds are intended to improve the way cancer patients are treated because they selectively kill cancer cells and spare normal cells by restoring and activating cellular checkpoints that are defective in cancer. ArQule’s lead program based on E2F elevation is partnered with Roche. In addition to advancing its own programs, ArQule continues to advance the drug discovery efforts of pharmaceutical collaborators by providing high-quality library design and compound production, including a collaboration with Pfizer. For more information, please visit www.ArQule.com.

This press release contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995, which provides a safe harbor for forward-looking statements made by or on behalf of ArQule. ArQule and its representatives may from time to time make written or oral forward-looking statements, including statements contained in this press release. Generally, the words “believe,” “expect,” “intend,” “estimate,” “anticipate,” “will” and similar expressions identify forward-looking statements. All statements which address operating performance, events or developments that ArQule expects or anticipates will occur in the future, such as projections about its future results of operations or its financial condition, research, development and commercialization of its products and anticipated trends in its business are forward-looking statements within the meaning of the Reform Act. Actual results may differ materially from those projected in the forward-looking statements or historical performance due to numerous risks and uncertainties that exist in ArQule’s operations, development efforts and the business environment, including without limitation: the ACT^SM platform may not improve efficacy or reduce toxicity and compounds resulting from the platform may not operate as intended; the current and future clinical studies may encounter enrollment difficulties and unexpected toxicity; the commencement of the anticipated clinical trials may be delayed or the trials may never commence; the preclinical efforts associated with the ACT^SM pipeline may fail or prove disappointing; the animal xenograft preclinical studies may be unpredictive of human response; collaborators may terminate their agreements with ArQule because ArQule may fail to satisfy the collaborators’ needs or for other reasons; and, the risks and uncertainties described in ArQule’s Form 10-Q filed with the Securities and Exchange Commission on April 29, 2005, its 10-K filed with the Commission on March 16, 2005, its Form 10-Q filed with the Commission on November 9, 2004,and its Form 10-Q filed with the Commission on August 4, 2004. The forward-looking statements contained herein represent the judgment of ArQule as of the date of this report. ArQule disclaims any intent or obligation to update any forward-looking statement except to the extent required by law.

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