-----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, JfJaEDhhMYQtKEMAr5g7Eje0hKETSZ2TQYDPmaA0cXh0JLdPhjn4+ojcCk/LvabN AKhEyenbGJvGrU+cX6ZuVA== 0000932440-99-000058.txt : 19990217 0000932440-99-000058.hdr.sgml : 19990217 ACCESSION NUMBER: 0000932440-99-000058 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990216 GROUP MEMBERS: CHARLES H. PHIPPS GROUP MEMBERS: JENNIFER GILL ROBERTS GROUP MEMBERS: JOHN V. JAGGERS GROUP MEMBERS: JON W. BAYLESS GROUP MEMBERS: SEVIN ROSEN FUND IV LP GROUP MEMBERS: SRB ASSOCIATES IV L.P. GROUP MEMBERS: STEPHEN M. DOW SUBJECT COMPANY: 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: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-48819 FILM NUMBER: 99543351 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SEVIN ROSEN FUND IV LP CENTRAL INDEX KEY: 0000879427 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 13455 NOEL RD STE 1670 CITY: DALLAS STATE: TX ZIP: 75240 SC 13G/A 1 AMENDMENT NO. 2 TO SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ------------ SCHEDULE 13G (RULE 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13D-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b) (AMENDMENT NO. 2)* ARQULE, INC. - -------------------------------------------------------------------------------- (Name of Issuer) COMMON - -------------------------------------------------------------------------------- (Title of Class of Securities) 042 69E 107 - -------------------------------------------------------------------------------- (CUSIP Number) ----------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |_| Rule 13d-1(b) |_| Rule 13d-1(c) |_| Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, SEE the NOTES). 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATIONS NOS. OF ABOVE PERSONS Sevin Rosen Fund IV L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 5 SOLE VOTING POWER NUMBER OF SHARES 658,113 BENEFICIALLY OWNED BY EACH REPORTING 6 SHARED VOTING POWER PERSON WITH -0- 7 SOLE DISPOSITIVE POWER 658,113 8 SHARED DISPOSITIVE POWER -0- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 658,113 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.4% 12 TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! 2 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATIONS NOS. OF ABOVE PERSONS SRB Associates IV L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 5 SOLE VOTING POWER NUMBER OF SHARES 658,113 BENEFICIALLY OWNED BY EACH REPORTING 6 SHARED VOTING POWER PERSON WITH -0- 7 SOLE DISPOSITIVE POWER 658,113 8 SHARED DISPOSITIVE POWER -0- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 658,113 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.4% 12 TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! 3 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATIONS NOS. OF ABOVE PERSONS Jon W. Bayless 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION U.S. 5 NUMBER OF SHARES SOLE VOTING POWER 50,611 BENEFICIALLY OWNED BY EACH REPORTING 6 SHARED VOTING POWER PERSON WITH 658,113 7 SOLE DISPOSITIVE POWER 50,611 8 SHARED DISPOSITIVE POWER 658,113 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 708,724 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.8% 12 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! 4 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATIONS NOS. OF ABOVE PERSONS Stephen M. Dow 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION U.S. 5 SOLE VOTING POWER NUMBER OF SHARES 14,500 BENEFICIALLY OWNED BY EACH REPORTING 6 SHARED VOTING POWER PERSON WITH 716,427 7 SOLE DISPOSITIVE POWER 14,500 8 SHARED DISPOSITIVE POWER 716,427 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 730,927 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.0% 12 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! 5 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATIONS NOS. OF ABOVE PERSONS John V. Jaggers 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION U.S. 5 SOLE VOTING POWER NUMBER OF SHARES 37,693 BENEFICIALLY OWNED BY EACH REPORTING 6 SHARED VOTING POWER PERSON WITH 658,113 7 SOLE DISPOSITIVE POWER 37,693 8 SHARED DISPOSITIVE POWER 658,113 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 695,806 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.7% 12 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! 6 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATIONS NOS. OF ABOVE PERSONS Charles H. Phipps 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION U.S. 5 SOLE VOTING POWER NUMBER OF SHARES 44,066 BENEFICIALLY OWNED BY EACH REPORTING 6 SHARED VOTING POWER PERSON WITH 662,363 7 SOLE DISPOSITIVE POWER 44,066 8 SHARED DISPOSITIVE POWER 662,363 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 706,429 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.8% 12 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! 7 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATIONS NOS. OF ABOVE PERSONS Jennifer Gill Roberts 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION U.S. 5 SOLE VOTING POWER NUMBER OF SHARES 0 BENEFICIALLY OWNED BY EACH REPORTING 6 SHARED VOTING POWER PERSON WITH 658,113 7 SOLE DISPOSITIVE POWER 0 8 SHARED DISPOSITIVE POWER 658,113 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 658,113 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.4% 12 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! 8 ITEM 1. (A) NAME OF ISSUER. ArQule, Inc., a Delaware corporation (the "Issuer"). (B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES. The Issuer's principal executive offices are located at 200 Boston Avenue, Medford, Massachusetts 02155. ITEM 2. (A) NAMES OF PERSONS FILING. This statement is filed by the following persons: (i) Sevin Rosen Fund IV L.P. ("SR IV"); (ii) SRB Associates IV L.P. ("SRB IV"); (iii) Jon W. Bayless ("Bayless"); (iv) Stephen M. Dow ("Dow"); (v) John V. Jaggers ("Jaggers"); (vi) Charles H. Phipps ("Phipps"); and (vii) Jennifer Gill Roberts ("Roberts"). SRB IV is the general partner of SR IV. Bayless, Dow, Jaggers, Phipps and Roberts are the general partners of SRB IV. (B) ADDRESS OF PRINCIPAL BUSINESS OFFICE. The principal business office of each of SR IV, SRB IV, Bayless, Jaggers, and Phipps is Two Galleria Tower, 13455 Noel Road, Suite 1670, Dallas, Texas 75240. The principal business office of Dow and Roberts is 169 University Avenue, Palo Alto, California 94301. (C) CITIZENSHIP. SR IV and SRB IV are each Delaware limited partnerships. Bayless, Dow, Jaggers, Phipps and Roberts are each U.S. citizens. (D) TITLE OF CLASS OF SECURITIES. This statement relates to shares of Common Stock, par value $.01 per share (the "Common Stock"), of the Issuer. 9 (E) CUSIP NUMBER. 042 69E 107 ITEM 3. This statement is not being filed pursuant to Rule 13d-1(b) or 13d-2(b). ITEM 4. OWNERSHIP.(1) (A) AMOUNT BENEFICIALLY OWNED. (i) Each of SR IV, SRB IV and Roberts beneficially owns 658,113 shares of Common Stock. (ii) Bayless beneficially owns 708,724 shares of Common Stock. (iii) Dow beneficially owns 722,427 shares of Common Stock. (iv) Jaggers beneficially owns 695,806 shares of Common Stock. (v) Phipps beneficially owns 706,429 shares of Common Stock. (B) PERCENT OF CLASS.(2) (i) SR IV and SRB - 5.4%. (ii) Bayless - 5.8% (iii) Dow - 5.9% (iv) Jaggers - 5.7% (v) Phipps - 5.8% (vi) Roberts - 5.4% - -------- (1) Of the shares of Common Stock beneficially owned by each of SR IV, SRB IV, Bayless, Jaggers, Dow, Phipps and Roberts, 658,113 shares are owned of record by SR IV. (2) According to the most recently available filing with the Securities and Exchange Commission in which such number is required to be indicated. 10 (C) POWER TO VOTE OR DIRECT THE VOTE AND DISPOSE OR DIRECT THE DISPOSITION OF SECURITIES. (i)(a) Each of SR IV and SRB IV has sole power to to vote or dispose or to direct the vote or disposition of 658,113 shares of Common Stock. (b) Each of SR IV and SRB IV has shared power to vote or dispose or to direct the vote or disposition of no shares of Common Stock. (ii)(a) Bayless has sole power to vote or dispose or to direct the vote or disposition of 50,611 shares of Common Stock. (b) Bayless has shared power to vote or dispose or to direct the vote or disposition of 658,113 shares of Common Stock. (iii)(a) Dow has sole power to vote or dispose or to direct the vote or disposition of 14,500 shares of Common Stock. (b) Dow has shared power to vote or dispose or to direct the vote or disposition of 716,427 shares of Common Stock. (iv) (a) Jaggers has sole power to vote or dispose or to direct the vote or disposition of 37,693 shares of Common Stock. (b)Jaggers has shared power to vote to dispose or to direct the vote or disposition of 658,113 shares of Common Stock. (v)(a) Phipps has sole power to vote or dispose or to direct the vote or disposition of 44,066 shares of Common Stock. (b) Phipps has shared power to vote or dispose or to direct the vote or disposition of 662,363 shares of Common Stock. (v)(a) Roberts has sole power to vote or dispose or to direct the vote or disposition of no shares of Common Stock. (b) Roberts has shared power to vote or dispose or to direct the vote or disposition of 658,113 shares of Common Stock. ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ] ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. Not Applicable. ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY. Not applicable. ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. Not applicable. ITEM 9. NOTICE OF DISSOLUTION OF GROUP. Not applicable. ITEM 10. CERTIFICATION. Not applicable. SIGNATURES/SIGNED IN COUNTERPART After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certify that the information set forth in this statement is true, complete and correct. SEVIN ROSEN FUND IV L.P. By: SRB Associates IV L.P., General Partner Dated: February 16, 1999 By: /S/ JOHN V. JAGGERS ----------------------------------- John V. Jaggers, a General Partner SRB ASSOCIATES IV L.P. Dated: February 16, 1999 By: /S/ JOHN V. JAGGERS ------------------------------------ John V. Jaggers, a General Partner Dated: February 16, 1999 /S/ JOHN V. JAGGERS ------------------------------------- Jon W. Bayless, by John V. Jaggers, Attorney-in-Fact Dated: February 16, 1999 /S/ JOHN V. JAGGERS ------------------------------------- Stephen M. Dow, by John V. Jaggers, Attorney-in-Fact Dated: February 16, 1999 /S/ JOHN V. JAGGERS -------------------------------------- John V. Jaggers Dated: February 16, 1999 /S/ JOHN V. JAGGERS -------------------------------------- Charles H. Phipps, by John V. Jaggers, Attorney-in-Fact Dated: February 16, 1999 /S/ JOHN V. JAGGERS --------------------------------------- Jennifer Gill Roberts, by John V. Jaggers, Attorney-in-Fact EXHIBIT INDEX EXHIBIT 99.1 Joint Filing Agreement. EX-99.1 2 JOINT FILING AGREEMENT THIS DOCUMENT HAS BEEN SIGNED IN COUNTERPART JOINT FILING AGREEMENT In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including amendments thereto) with respect to the common stock of ArQule, Inc., and further agree that this Joint Filing Agreement be included as an exhibit to such joint filings. In evidence thereof each of the undersigned, being duly authorized, hereby execute this Agreement on the date set forth opposite its or his name. SEVIN ROSEN FUND IV L.P. By: SRB Associates IV L.P., General Partner Dated: February 16, 1999 By: /S/ JOHN V. JAGGERS ----------------------------------- John V. Jaggers, a General Partner SRB ASSOCIATES IV L.P. Dated: February 16, 1999 By: /S/ JOHN V. JAGGERS ------------------------------------ John V. Jaggers, a General Partner Dated: February 16, 1999 /S/ JOHN V. JAGGERS ------------------------------------- Jon W. Bayless, by John V. Jaggers, Attorney-in-Fact Dated: February 16, 1999 /S/ JOHN V. JAGGERS ------------------------------------- Stephen M. Dow, by John V. Jaggers, Attorney-in-Fact Dated: February 16, 1999 /S/ JOHN V. JAGGERS -------------------------------------- John V. Jaggers Dated: February 16, 19 /S/ JOHN V. JAGGERS -------------------------------------- Charles H. Phipps, by John V. Jaggers, Attorney-in-Fact Dated: February 16, 1999 /S/ JOHN V. JAGGERS --------------------------------------- Jennifer Gill Roberts, by John V. Jaggers, Attorney-in-Fact -----END PRIVACY-ENHANCED MESSAGE-----