SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) DECEMBER 31, 1998
MISSION WEST PROPERTIES, INC.
(Exact Name of Registrant as Specified in its Charter)
MARYLAND
(State or Other Jurisdiction of Incorporation)
001-08383 95-2635431
(Commission File Number) (I.R.S. Employer Identification No.)
10050 BANDLEY DRIVE, CUPERTINO, CALIFORNIA 95014
(Address of Principal Executive Offices)
(408) 725-0700
(Registrant's Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
The information reported under this item is set forth in the Press Release
issued by the Company on December 30, 1998, a copy of which is attached as an
Exhibit.
ITEM 7. EXHIBITS.
(99) Additional Exhibit: December 30, 1998 Press Release announcing
shareholder approval of matters submitted to a vote at a Special Meeting of
Shareholders held on December 28, 1998, the completion of a proposed private
placement of shares of common stock, and the reincorporation merger of Mission
West Properties into Mission West Properties, Inc., a Maryland corporation.
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.
MISSION WEST PROPERTIES, INC.
Dated: December 31, 1998 By: /s/Carl E. Berg
----------------------------
Carl E. Berg
Chairman of the Board, Chief Executive
Officer and President
For Immediate News Release
December 30, 1998
MISSION WEST PROPERTIES RECEIVES SHAREHOLDER APPROVAL;
COMPLETES REORGANIZATION
CUPERTINO, CA - MISSION WEST PROPERTIES (AMEX/PCX:MSW) Effective July 1, 1998,
Mission West Properties (the "Company") became the sole general partner and
acquired approximately 12.11% of the total partnership interests in each of four
existing limited partnerships (collectively the "Operating Partnerships") which
own leased commercial R&D buildings, substantially all of which were previously
owned or controlled by Carl E. Berg, Chairman, President and CEO of the Company,
and certain of his affiliates.
On December 28, 1998, the Company's shareholders approved or ratified all of the
following transactions:
o A private placement of 6,495,058 shares of the Company's Common Stock
for $4.50 per share to a group of accredited investors.
o Ratification of the Company's becoming the sole general partner and
acquiring approximately 12.11% of the total partnership interests in the
Operating Partnerships and to approve other related matters.
o Approval of the issuance of up to 93,398,705 shares of Common Stock
issuable upon the redemption or exchange of 93,398,705 units of limited
partnership interests held by or issuable to the limited partners in the
four limited partnerships, including 33,919,072 units issuable upon the
acquisition of certain pending development projects from Mr. Berg and
certain of his affiliates.
o Approval of the acquisition by the Company of the right to acquire,
through the Operating Partnership, certain commercial R&D pending
building developments consisting of approximately 1.02 million rentable
square feet from Mr. Berg and certain of his affiliates, and the
acquisition of an option with respect to future developments on land
currently held by Mr. Berg and certain of his affiliates.
o Approval of the reincorporation of the Company under the laws of the
State of Maryland through a merger with Mission West Properties, Inc., a
Maryland corporation, a newly formed wholly owned subsidiary of the
Company.
The Company has completed the sale of 6,495,058 shares of Common Stock, no par
value, to accredited investors and has received total cash proceeds of
approximately $28,328,000. All of the proceeds of the sale of the Common Stock
have been used to repay principal owed by the Company under four demand notes
payable to the Operating Partnerships.
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On December 29, 1998 the Company entered into the following agreements:
o Exchange Rights Agreement with all of the existing limited partners in
the Operating Partnerships.
o Pending Projects Acquisition Agreement with Mr. Berg and certain of his
affiliates.
o Berg Land Holdings Option Agreement with Mr. Berg and certain of his
affiliates.
Also, on December 30, 1998, the Company merged into its wholly owned subsidiary,
Mission West Properties, Inc., and thereby reincorporated under the laws of the
State of Maryland. Existing stock certificates held by the Company's
stockholders will continue to represent shares of Common Stock, par value
$0.001, of the new corporation and stockholders do not need to submit them in
exchange.
Separately, the Company's management has determined with its tax advisors that
neither the Company nor its stockholders will derive significant benefits from
an election to become a real estate investment trust ("REIT") for federal and
state income tax purposes with respect to the Company's tax year ended December
31, 1998. Instead, the Company will elect REIT status for its 1999 tax year.
Additionally, the Company has chosen not to declare any dividends payable to
holders of the Company's Common Stock for the year ending December 31, 1998. The
Company's outside directors consist of John Bolger, Lawrence Helzel and William
Hasler. Mr. Bolger is a private investor and former CFO of Cisco Systems. Mr.
Helzel, a private investor, is a member of the Pacific Stock Exchange and serves
as a director for Pacific Gateway Properties, a publicly traded real estate
company. Mr. Hasler is a former Dean of the Haas School of Business, University
of California, Berkeley and is currently Co-CEO of Aphton Corporation, a
publicly trades bio-pharmaceutical company.
The Board of Directors has established an Audit Committee, whose current members
are John Bolger and William Hasler, a Compensation Committee whose current
members are John Bolger and Lawrence Helzel, and an Independent Directors
Committee, who current members are John Bolger, Lawrence Helzel and William
Hasler.
Bradley Perkins, Vice President and General Counsel, will resign from the
Company effective January 8, 1999 to return to the semi-conductor industry. At
this time, the Company does not plan to replace Mr. Perkins, and instead, will
utilize outside counsel.
Mission West Properties intends to operate as a self-managed, self-administered
and fully integrated REIT engaged in the management, leasing, marketing,
development and acquisition of commercial R & D properties, primarily located in
the Silicon Valley portion of the San Francisco Bay Area. Currently, the Company
manages 71 properties totaling approximately 4.51 million square feet. For
additional information, please contact Marianne K. Aguiar, VP of Finance and
Controller at 408-725-0700.
THE MATTERS DESCRIBED HEREIN CONTAIN FORWARD-LOOKING STATEMENTS. SUCH STATEMENTS
CAN BE IDENTIFIED BY THE USE OF FORWARD-LOOKING TERMINOLOGY SUCH AS "MAY,"
"WILL," "ANTICIPATE" OR SIMILAR WORDS. FORWARD-LOOKING STATEMENTS INVOLVE A
NUMBER OF RISKS, UNCERTAINTIES OR OTHER FACTORS BEYOND THE COMPANY'S CONTROL
WHICH MAY CAUSE MATERIAL DIFFERENCES IN ACTUAL RESULTS, PERFORMANCE OR OTHER
EXPECTATIONS. THESE FACTORS INCLUDE, BUT ARE NOT LIMITED TO, COMPLETION OF THE
TRANSACTIONS DESCRIBED ABOVE, RECEIPT OF REQUIRED CONSENTS, ECONOMIC AND REAL
ESTATE INDUSTRY CONDITIONS, LEASING RISK, ROLLOVER RISK, TENANT CREDIT RISK,
INTEREST RATE RISK, PROJECT DUE DILIGENCE, SHAREHOLDER APPROVAL AND OTHER
FACTORS DETAILED IN THE COMPANY'S REGISTRATION STATEMENTS, AND PERIODIC FILINGS
WITH THE SECURITIES AND EXCHANGE COMMISSION.
