MISSION WEST PROPERTIES/NEW/
S-3/A, 1998-05-20
OPERATORS OF NONRESIDENTIAL BUILDINGS
Previous: REALMARK PROPERTY INVESTORS LTD PARTNERSHIP II, 10-Q, 1998-05-20
Next: DATAKEY INC, 8-K, 1998-05-20



<PAGE>

   
      As filed with the Securities and Exchange Commission on May 20, 1998
                                                   Registration No. 333-41203
===============================================================================
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549
                              
                            -----------------------

                                AMENDMENT NO 1
                                      TO 
                                   FORM S-3
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
    

                            -----------------------

                            MISSION WEST PROPERTIES
              (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

  
      CALIFORNIA                                       952635431
(STATE OR OTHER JURISDICTION                        (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION)                   IDENTIFICATION NO.)

                                                     CARL E. BERG
                                       PRESIDENT AND CHIEF EXECUTIVE OFFICER
                                               MISSION WEST PROPERTIES
   10050 BANDLEY DRIVE                            10050 BANDLEY DRIVE
CUPERTINO, CALIFORNIA  95014-2188         CUPERTINO, CALIFORNIA  95014-2188
    (408) 725-0700                                  (408) 725-0700
(Address including zip code,                (Address including zip code,
and telephone number, including              and telephone number, including
area code, of registrant's                   area code, of registrant's
principal executive offices)                 principal executive offices)

                            -----------------------

                                 COPIES TO:
                               ALAN B. KALIN
                            GRAHAM & JAMES LLP
                              600 HANSEN WAY
                      PALO ALTO, CALIFORNIA  94304-1043
                    
                            -----------------------
         
          APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:   
As soon as practicable following the effectiveness of this Registration 
Statement.
                             
     If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, check the following 
box. / /
     If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, please check the following box. /X/ 
     If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of earlier effective
registration statement for the same offering. / / _________
     If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / / ___________
     If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /

   
    

  THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR 
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT 
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS 
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH 
SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION 
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING 
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
==========================================================================

                   INDEX TO EXHIBITS ON PAGE II-5.

<PAGE>

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A 
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE 
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY 
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT 
BECOMES EFFECTIVE. THE PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR 
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE 
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE 
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF 
ANY SUCH STATE.

<PAGE>

   
                  SUBJECT TO COMPLETION, DATED MAY 20, 1998
    


                                  PROSPECTUS

                            MISSION WEST PROPERTIES
                       1,449,995 Shares of Common Stock
                                 No par value

     This Prospectus relates to 1,449,995 shares (the "Shares") of Common 
Stock, no par value, (the "Common Stock") of Mission West Properties (the 
"Company") which may be offered from time to time by the selling shareholders 
named herein (the "Selling Shareholders"). The Shares may be offered through 
brokers and dealers to be selected by the Selling Shareholder(s), and may be 
offered for sale through the American Stock Exchange (the "AMEX") or the 
Pacific Exchange Incorporated (the "PSE") pursuant to the Registration 
Statement of which this Prospectus is a part, pursuant to Rule 144, in 
negotiated transactions, at fixed prices which may be changed, at market 
prices prevailing at the time of sale, at prices related to prevailing market 
prices or at negotiated prices.  See "Selling Shareholders" and "Plan of 
Distribution."

     None of the proceeds from the sale of the Shares by the Selling
Shareholders will be received by the Company.  The Company has agreed to bear
certain expenses, including the fees and costs of preparing, filing and keeping
effective the registration statement of which this Prospectus is a part (other
than selling commissions and fees and expenses of counsel and other advisors to
the Selling Shareholders), in connection with the registration of the Shares.

     The Common Stock of the Company is listed on the AMEX and the PSE, 
under the symbol "MSW".  On October 17, 1997, the closing price of the Common 
Stock, as quoted on the AMEX, was $3.38.

                                 ____________
                                       
     THE SHARES INVOLVE A HIGH DEGREE OF RISK.  SEE "RISK FACTORS"
                             BEGINNING ON PAGE 3.
                                 ____________
                                       
     The Selling Shareholders and any broker-dealers, agents or underwriters
that participate with the Selling Shareholders in the distribution of the
Shares may be deemed to be "underwriters" within the meaning of Section 2(11)
of the Securities Act of 1933 (the "Securities Act"), and any commissions
received by them and any profit on the resale of the Shares purchased by them
may be deemed underwriting commissions or discounts under the Securities Act.

          THESE SHARES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
          SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
          PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
          ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
          
   
                 The date of this Prospectus is  May __, 1998.
    
<PAGE>
                             AVAILABLE INFORMATION
                                       
   
     Mission West Properties (the "Company") is subject to the informational 
requirements of the Securities Exchange Act of 1934, as amended (the 
"Exchange Act"), and, in accordance therewith, files all required reports, 
proxy statements and other information with the Securities and Exchange 
Commission (the "Commission"). Reports, proxy statements and other 
information filed by the Company may be inspected and copied at the public 
reference facilities maintained by the Commission at 450 Fifth Street, N.W., 
Room 1024, Washington, D.C. 20549, and at the Commission's regional offices 
located at 7 World Trade Center, 13th Floor, New York, New York 10048, and 
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 
60661; and copies of such material may be obtained from the Public Reference 
Section of the Commission, Washington, D.C. 20549, at prescribed rates.  In 
addition, the Commission maintains a web site that contains reports, proxy 
and information statements and other information regarding registrants that 
file electronically with the Commission ("http://www.sec.gov").  Such 
reports, proxy statements and other information may also be inspected at the 
offices of the American Stock Exchange, 86 Trinity Place, New York, New York, 
and the Pacific Exchange Incorporated, 115 Sansome Street, 8th Floor, San 
Francisco, California.
    

                     INFORMATION INCORPORATED BY REFERENCE
                                       
     The following documents filed by the Company with the Commission are
incorporated by reference in this Prospectus:

   
1.   The Company's Annual Report on Form 10-K for the one-month transition 
period and fiscal year ended December 31, 1997.

2.   The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1998.

3.   The Company's Current Report on Form 8-K filed on March 13, 1998.

4.   The description of the Company's Common Stock contained in the Company's
registration statement on Form S-8 filed with the Securities and Exchange
Commission on May 17, 1991 (Registration #33-40664).

5.   The Company's Form S-4 Registration Statement filed on May 15, 1998 
(Registration #333-52835).

     The above-listed documents are on file with the Commission and are 
incorporated in this Prospectus by reference and made a part hereof.  All 
documents subsequently filed by the Company pursuant to Section 13(a), 13(c), 
14 or 15(d) of the Exchange Act prior to the termination of the offering of 
the Common Stock hereunder shall be deemed to be incorporated by reference 
into this Prospectus.  Any statement contained in this Prospectus, any 
Prospectus supplement or in a document incorporated by reference shall be 
deemed modified or superseded to the extent that a statement contained in any 
Prospectus supplement or in any other subsequently filed document which also 
is or is deemed to be incorporated by reference herein or therein modifies or 
supersedes such statement.  Any statement so modified or superseded shall not 
be deemed to constitute a part hereof, except as so modified or superseded.
    
          
     The Company will cause to be furnished without charge to each person to
whom this Prospectus is delivered, upon the written or oral request of such
person, a complete copy of the above referenced Form 10-K or Form 10-Q or other
documents filed under the Exchange Act.  Requests should be addressed to:
Mission West Properties, 10050 Bandley Drive, Cupertino, CA  95014; telephone:
(408) 725-0700.

                                       2
<PAGE>

                                  THE COMPANY

   
     The Company has historically been engaged in developing, owning, 
operating and selling income-producing real estate located principally in 
Southern California, but it completed the sale of its entire real estate 
portfolio in January and May 1997.  The Company raised $5,625,000 through the 
private placement of Common Stock in November 1997 and intends to continue 
its real estate operations by acquiring other properties.  The Company 
recently filed with the Commission a registration statement on Form S-4 
pertaining to the Company's reincorporation merger with a Maryland 
corporation and subsequent election to be a real estate investment trust 
("REIT") for federal income tax purposes. In connection therewith, the 
Company has agreed to acquire controlling interests in limited partnerships 
owning a substantial group of commercial research and development ("R&D") 
properties, sell 6,495,058 additional shares of Common Stock at $4.50 per 
share, and sell and issue up to 100,825,478 additional shares of Common Stock 
to the limited partners in such limited partnerships. See "RISK FACTORS" and 
"RECENT DEVELOPMENTS." 
    

   
     A controlling interest in the Company was sold to a group of private 
investors led by Berg & Berg Enterprises, Inc. (the "Berg Voting Group") in 
September 1997.  On September 2, 1997, all officers and directors of the 
Company resigned, and the Berg Voting Group appointed officers and directors.
    

     The principal executive offices of the Company are located at 10050
Bandley Drive, Cupertino, California  95014 (Telephone: (408) 725-0700).

                                 RISK FACTORS
                                       
     In addition to the other information contained in this Prospectus,
investors should consider carefully the following risk factors before making an
investment decision concerning the Common Stock.  This Prospectus contains
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995 (the "Reform Act").  In accordance with the
Reform Act, cautionary statements set forth below and additional cautionary
statements contained in the section entitled "Liquidity and Capital Resources"
in the Company's Form 10-Q for the quarter ended August 31, 1997 pertain to
these forward looking statements.  Those cautionary statements identify certain
important factors that could cause actual results to differ materially from
those in the forward-looking statements and from historical trends.

LACK OF OPERATING HISTORY
   
     As a consequence of the sale of all of the Company's previous real 
estate holdings during the first half of 1997 and the change in control 
effected by the Berg Voting Group in September 1997, the Company as it 
currently exists does not have an operating history on which an evaluation of 
the Company and its prospects can be based.  Therefore, the Company's reports 
filed pursuant to the Exchange Act and incorporated herein by reference are 
not relevant to an evaluation of the Company. There can be no assurance that 
the Company as it is currently comprised will be successful in its attempts 
to engage in the business of developing, owning, and operating 
income-producing real estate, and there can be no assurance that the Company 
will achieve or sustain profitability.
    

TRADING OF COMMON STOCK ON THE AMEX; LIMITED PUBLIC DISTRIBUTION AND REDUCED
MARKET VALUE SUBJECT TO THIS REGISTRATION STATEMENT

     The Common Stock is listed on the AMEX and the PSE.  The AMEX halted
trading in the Common Stock at the opening of trading on October 20, 1997,
prior to a $3.30 special distribution paid to shareholders of record as of
August 28, 1997 which occurred on October 21, 1997 (the "October
Distribution").  The closing price of the Common Stock on October 17, 1997, the
last day of trading prior to the halt, was $3.38.


                                    3

<PAGE>

   
     Primarily due to the October Distribution, the Company's assets decreased
significantly, and shareholders' equity fell below the minimum guidelines set
by the AMEX. The AMEX considers suspending dealings in or removing from listing
securities of an issuer if the number of publicly held shares is less than
200,000 (excluding shares held by officers, directors, controlling shareholders
or other family or concentrated holdings), if the total number of public
shareholders is less than 300, or if the aggregate market value of publicly
held shares is less than $1,000,000.  Subject to the registration of the
Shares, the Company lacks an adequate number of publicly held shares and has
insufficient market value, or "float," for continued listing on the AMEX. To
increase the price per share of the Common Stock, raise funds and increase
assets and shareholders' equity, at a special meeting of shareholders held on
November 10, 1997, the shareholders of the Company approved a 1 for 30 reverse
stock split (the "Reverse Split") and the sale of 1,250,000 newly issued shares
of Common Stock at $4.50 per share in a private placement offering. Although
the Company believes that trading will resume in early December 1997, there can
be no assurance that the Company will continue to meet the AMEX listing
requirements, nor can there be any assurance that the AMEX will continue
trading of the Common Stock. The Shares offered hereby may only be sold on the
AMEX or PSE upon resumption of trading of the Common Stock by the AMEX.
    

VOLATILITY OF STOCK PRICE; SUBSEQUENT SALES OF COMMON STOCK AT $4.50 PER SHARE

     The price of the Common Stock has fluctuated due to the sale of the 
Company's revenue-generating assets, several distributions paid to 
shareholders in connection therewith and other factors. The Board of 
Directors of the Company has determined that until the Company has acquired 
operating properties or other assets which will generate reportable income 
and funds from operations, all issuances of Common Stock and transactions 
involving the actual or contingent issuance of equity securities of the 
Company shall be effected at a price of $4.50 per share, or the equivalent 
thereof. The Company believes that factors such as announcements of real 
property acquisitions by the Company, conditions in the real estate market 
generally and conditions in the economy could cause the price of the Common 
Stock to fluctuate, perhaps substantially.
                                       
                                       
                                USE OF PROCEEDS
                                       
     The Company will not receive any of the proceeds from the sale of the
Shares by the Selling Shareholders.

                                       4
<PAGE>
                                       
                           THE SELLING SHAREHOLDERS
                                       
   
     The following table sets forth the name and the number of shares of 
Common Stock beneficially owned by the Selling Shareholders as of May 15, 
1998, the number of Shares to be offered by the Selling Shareholders and the 
number and percentage of shares to be owned beneficially by the Selling 
Shareholders if all of the Shares offered hereby by the Selling Shareholders 
are sold as described herein.  Except as otherwise described below, the 
Selling Shareholders have not held any office with, been employed by, or 
otherwise had a material relationship with, the Company or its affiliates 
since November 12, 1994.
    

   
<TABLE>
<CAPTION>
                             Shares of Common Stock      Number of Shares of       Percentage of
                             Beneficially Owned Before   Common Stock Offered    Outstanding Shares of
Name of Selling Shareholder         Offering                   Hereby             Common Stock After
- ---------------------------  -------------------------   ---------------------   ----------------------
                                                                                     Offering(1)
                                                                                     -----------
<S>                          <C>                         <C>                     <C>
Bruce Aalgaard                         2,220                    2,220                     *

Mike Aalgaard                          2,220                    2,220                     *

Thelmer G. Aalgaard                  152,973(2)                82,973                     *

John J. Bartko (IRA)                  12,333                   12,333                     *

Berg & Berg Enterprises, Inc. (3)     27,333                   27,333                     *

Carl E. Berg, Trustee, Berg &
Berg Profit Sharing Plan FBO
Brian Aalgaard Dated 1/1/84           11,112(4)                11,112                     *

Carl E. Berg, Trustee, Berg &
Berg Profit Sharing Plan FBO
Sandy Stevens dated
1/1/84 1997 Contribution               1,066                    1,066                     *

J. Frederick Berg, Jr.                10,000                   10,000                     *

Ilan Bender                           33,334                   33,334                     *

Ron Bender                            16,668(5)                11,112                     *

Hans Besmer                           13,334                   13,334                     *

John C. Bolger                        25,348(6)                22,222                     *
</TABLE>
    
- -----------------------
   
(1) Less than one percent of outstanding shares of Common Stock indicated by 
"*". The number of shares indicated for certain selling shareholders includes 
the number of shares which they have agreed to purchase in a private 
placement of 6,495,058 shares of the Common Stock at $4.50 per share (the 
"Private Placement") which is subject to shareholder approval. The terms and 
conditions of the Private Placement are more fully set forth in the Company's 
S-4 Registration Statement filed on May 15, 1998. Such shareholders 
percentage ownership reflects such shares as outstanding.

(2) Mr. Aalgaard is a director and employee of Berg & Berg Enterprises, 
Inc. Includes (i) 33,400 shares held of record by Carl E. Berg, Trustee, Berg 
& Berg Profit Sharing Plan FBO Thelmer G. Aalgaard Dated 1/1/84, (ii) 4,160 
shares held of record by Carl E. Berg, Trustee, Berg & Berg Profit Sharing 
Plan FBO Thelmer G. Aalgaard Dated 1/1/84, 1997 Contribution, (iii) 2,220 
shares held of record by Thelmer G. Aalgaard, Custodian, Rachel Michaels, 
Under the California Uniform Gifts to Minor Act, and (iv) 70,000 shares which 
Mr. Aalgaard has agreed to purchase in the Private Placement.

(3) Carl E. Berg, an officer and director of Berg & Berg Enterprises, Inc., 
is also an officer and director of the Company.

(4) Includes 2,112 shares held of record by Carl E. Berg, Trustee, Berg & 
Berg Profit Sharing Plan FBO Brian Aalgaard Dated 1/1/84, 1997 Contribution.

(5) Includes 5,556 shares which Mr. Bender has agreed to purchase in the 
Private Placement.

(6) Mr. Bolger is a director of the Company. Includes 3,126 shares of Common 
Stock issuable on exercise of options.
    

                                            5

<PAGE>

   
<TABLE>
<CAPTION>
                             Shares of Common Stock      Number of Shares of       Percentage of
                             Beneficially Owned Before   Common Stock Offered    Outstanding Shares of
Name of Selling Shareholder         Offering                   Hereby             Common Stock After
- ---------------------------  -------------------------   ---------------------   ----------------------
                                                                                     Offering(1)
                                                                                     -----------
<S>                          <C>                         <C>                     <C>
Douglas Broyles                       12,333                   12,333                     *

David M. Butze IRA Acct 
# 81 8-73-D81                         20,000(7)                 3,000                     *

Monika Kopp Butze UTA 
Charles Schwab & Co., Inc.
IRA Rollover DTD 8/2/95, 
Acct # SR 2003-6975                   20,000(7)                17,000                     *

Keith L. Cocita(8)                    10,000                   10,000                     *

Myron Crawford, IRA                   28,880                   28,880

Richard F. Hill(8A)                    6,667                    6,667                     *

Alan H. Huggins                       22,200                   22,200                     *

Patrick W. Hurley                     30,333                   30,333                     *

Alan B. Kalin                         12,333(9)                12,333                     *

Donald J. Karp                        15,000                   15,000                     *

Roger S. Kirk (10)                    34,556                   34,556                     *

Michael L. Knapp(11)                  94,733(12)               34,733                     *

Ronald S. Lesniak(12A)                11,112                   11,112                     *

Mark Lewis                            12,333                   12,333                     *

Dale W. & Patricia Mahon              22,200                   22,200                     *

William J. Masuda                     22,223(13)               22,223                     *

J & V Menache Revocable Trust
U/A DTD 8/26/97                        5,550                    5,550                     *

Eric A. McAfee                        70,000                   70,000                     *

Renee Michaels                         2,220                    2,220                     *

John S. Moran                        220,000(14)               20,000                     *

</TABLE>
    
- -------------------
   
(7)  Includes 17,000 shares held of record by Monika Kopp Butze UTA Charles 
Schwab & Co., Inc. IRA Rollover DTD 8/2/95 Acct # SR 2003-6975 of which Mr. 
Butze may be deemed the beneficial owner. Includes 3,000 shares held of 
record by David M. Butze of which Ms. Butze may be deemed the beneficial 
owner.

(8)  Mr. Cocita is the president and a director of X-cyte, Inc., an affiliate 
of Carl E. Berg.
    

(8A) Mr. Hill is the chief financial officer of Teledex Corporation, an 
affiliate of Carl E. Berg.

(9)  Includes 6,667 shares held of record by Al Ladhams or Rod Fujii, 
Trustees for the Graham & James LLP Profit Sharing Plan FBO Alan B. Kalin.

(10)  Mr. Kirk is a director of the Company, and is a general partner in 
certain partnerships in which affiliates of Carl E. Berg also are general 
partners.

   
(11)  Mr. Knapp is an officer and employee of Berg & Berg Enterprises, Inc.

(12)  Includes (i) 3,333 shares held of record by Carl E. Berg, Trustee, Berg 
& Berg Enterprises, Inc. 401K FBO Michael L. Knapp Dated 1/1/84, (ii) 2,000 
shares held of record by Michael L. Knapp, Custodian, Ryan Michael Knapp 
Under the California Uniform Gifts to Minor Act, (iii) 2,000 shares held of 
record by Michael L. Knapp, Custodian, Kayla Marie Knapp Under the California 
Uniform Gifts to Minor Act, and (iv) 60,000 shares which Mr. Knapp has agreed 
to purchase in the Private Placement of the Company.

(12A) Mr. Lesniak is the president and a director of Teledex Corporation 
Corporation, an affiliate of Carl E. Berg.

(13)  Includes (i) 10,000 shares held of record by IRA FBO William J. Masuda 
DLISC As Custodian Rollover Account and (ii) 12,223 shares held of record by 
IRA FBO William J. Masuda DLISC As Custodian.

(14) Includes 200,000 shares which Mr. Moran has the right to acquire as a 
fee paid in connection with the Private Placement.
    

                                         6
<PAGE>

   
<TABLE>
<CAPTION>
                             Shares of Common Stock      Number of Shares of       Percentage of
                             Beneficially Owned Before   Common Stock Offered    Outstanding Shares of
Name of Selling Shareholder         Offering                   Hereby             Common Stock After
- ---------------------------  -------------------------   ---------------------   ----------------------
                                                                                     Offering(1)
                                                                                     -----------
<S>                          <C>                         <C>                     <C>

Donald E. Morris, Jr., The
Morris Family Trust 
Dated 3/27/89                          5,556                    5,556                     *

New Currents                           2,223                    2,223                     *

Michael J. and Sonya O'Rosky          43,300(15)               21,300                     *

Adrianna Parker                        4,445                    4,445                     *

Leonard C. Perham                     34,833                   34,833                     *

Duane Rayburn                         33,334                   33,334                     *

Calvin L. and Linda Eng, 
Reed TR UA 09/26/95
Revocable Living Trust                23,433                   23,433                     *

Robert S. & Julia G. Reis 
Trust Agreement
Dated July 3, 1996                    22,200                   22,200                     *

D.M. Laurice & M.M. Rosati
Trustees, WSGR
Retirement Plan FBO 
Robert P. Feldman                     10,000                   10,000                     *

Todd Rothbard                          5,556                    5,556                     *

Robert M. Rowland                     13,334                   13,334                     *

Joel G. Sakamoto                      30,000                   30,000                     *

John D. Salera                        20,000(16)               20,000                     *

January S. Scarpino                   11,000                   11,000                     *

Robert Snyder                         15,556                   15,556                     *

Annemarie Staepelaere                 16,500(17)               16,500                     *

David J. Staepelaere                  16,500                   16,500                     *

Raymond L. Staepelaere                30,378(18)               30,378                     *
</TABLE>
    

- --------------------
   
(15) Mr. O'Rosky is an employee of Berg & Berg Enterprises, Inc.  Mr. O'Rosky 
is also the son-in-law of Clyde J. Berg, who is a director of Berg & Berg 
Enterprises, Inc. and brother of Carl E. Berg. Includes (i) 4,000 shares held 
of record by Michael J. O'Rosky, Custodian, Mason Michael O'Rosky, Under the 
California Uniform Gifts to Minor Act; (ii) 4,000 shares held of record by 
Michael J. O'Rosky, Custodian, Hannah Rae O'Rosky, Under the California 
Uniform Gifts to Minor Act; and (iii) 22,000 shares which Mr. O'Rosky has 
agreed to purchase in the Private Placement.

(16) Includes 12,000 shares held of record by John D. Salera UTA Charles 
Schwab & Company, Inc. SEP IRA Dated 4/11/93 Acct # 7752-7649 and 8,000 
shares held of record by John D. Salera UTA Charles Schwab & Company, Inc. 
IRA R/O Dated 7/3/91 Acct # 7752-7652.

(17) Does not include (i) 8,156 shares held of record by Raymond L. 
Staepelaere and (ii) 22,222 shares held of record by VFTC-Custodian IRA 
Raymond L. Staepelaere Acct # 9867961164 of which Ms. Staepelaere may be 
deemed to be the beneficial owner.

(18) Includes 22,222 shares held of record by VFTC-Custodian IRA Raymond L. 
Staepelaere Acct # 9867961464.  Does not include 16,500 shares held of record 
by Annemarie Staepelaere of which Mr. Staepelaere may be deemed the 
beneficial owner. Mr. Staepelaere is a general partner in certain 
partnerships in which Carl E. Berg or his affiliates also are general 
partners.

    

                                                  7

<PAGE>


   
<TABLE>
<CAPTION>
                             Shares of Common Stock      Number of Shares of       Percentage of
                             Beneficially Owned Before   Common Stock Offered    Outstanding Shares of
Name of Selling Shareholder         Offering                   Hereby             Common Stock After
- ---------------------------  -------------------------   ---------------------   ----------------------
                                                                                     Offering(1)
                                                                                     -----------
<S>                          <C>                         <C>                     <C>


Daniel B. Stern                       11,000                    11,000                    *

Jeffrey B. Stern                      11,000                    11,000                    *

Kenneth B. Stern                      11,000                    11,000                    *

Lee B. Stern                          11,000                    11,000                    *

Steve J. Stevens                      19,556(19)                19,556                    *

Gary R. Sitzmann IRA 
Rollover, Custodian 
Painewebber                           16,667                    16,667                    *

Richard T. Tarrant (IRA)              12,333                    12,333                    *

Thomas B. Taylor                      14,400                    14,400                    *

Bert Valdez                           44,446(20)                44,446                    *

Curtis Valdez                          4,445                     4,445                    *

Russel Valdez                          4,445                     4,445                    *

Karen S. Vorster                       5,000                     5,000                    *

Carl E. Warden                       156,942(21)               117,333                    *

Gordon F. Webb                        22,212                    22,212                    *

Roland M. Webb                        33,334                    33,334                    *

Roy A. Wright (IRA)                   12,333                    12,333                    *

Robert L. and Sharon K. Yoerg        111,111(22)              111,111                     *

James R. & Sherri Zorn                21,300(23)               21,300                     *

Steve Zungul                          29,000(24)               29,000                     *
</TABLE>
    

- ------------------

(19) Includes (i) 4,889 shares held of record by Steve J. Stevens IRA, 
Raymond James & Assoc. Inc., Custodian, Acct # 71094810 and (ii) 14,667 
shares held of record by Steve J. Stevens & Adeline L. Stevens JT/WROS.

(20) Includes (i) 16,667 shares held of record by A&B Companies 401K Savings 
Plan, Bert Valdez, Trustee, (ii) 5,556 shares held of record by A&B Painting 
West, Inc., Attn: Bert Valdez, and (iii) 22,223 shares held of record by Bert 
B. & Adrena F. Valdez Revocable Trust Dated 6/21/78.  Does not include 4,445 
shares held of record by Curtis Valdez and 4,445 shares held of record by 
Russel Valdez of which Mr. Valdez may be deemed to the beneficial owner.

   
(21) Includes (i) 9,333 shares held of record by Carl E. Warden SEP/IRA and 
(ii) 39,609 shares held of record by Marlin Concepts, Inc. which Mr. Warden 
has agreed to purchase in the Private Placement.
    

   
(22) Includes (i) 55,556 shares held of record by Robert L. Yoerg M.D. 
Trustee, Robert L. Yoerg Professional Corporation Pension Plan and (ii) 
11,111 shares held of record by Sharon K. Yoerg, Custodian, Elizabeth A. 
Yoerg, Under the California Uniform Gifts to Minors Act.

(23) Includes 4,000 shares held of record by Kristen A. Zorn, Custodian James 
R. Zorn Under the Texas Uniform Gifts to Minor Act and 4,000 shares held of 
record by Reagan E. Zorn, Custodian James R. Zorn, Under the Texas Uniform 
Gifts to Minor Act.

(24) Includes (i) 1,000 shares held of record by Steve Zungul, Custodian, 
Chris Alvidrez-Oliver, Under the Uniform Gifts to Minor Act, (ii) 1,000 
shares held of record by Steve Zungul, Custodian, Matt Alvidrez-Oliver, Under 
the California Uniform Gifts to Minor Act, (iii) 1,000 shares held of record 
by Steve Zungul, Custodian Lorenza Sashka Zungul Under the Uniform Gifts to 
Minor Act, and (iv) 1,000 shares held of record by Steve Zungul, Custodian, 
Marcos Zungul, Under the California Uniform Gifts to Minor Act.

    
                                             8
<PAGE>

   
     Certain of the Selling Shareholders have entered into Voting Rights 
Agreements covering all of the Shares acquired pursuant to a Stock Purchase 
Agreement, dated May 27, 1997, as amended July 2, 1997, by and among the 
Company and the purchasers named therein, and certain of the shares acquired 
pursuant to a Stock Purchase Agreement, dated November 12, 1997, by and among 
the Company and the purchasers named therein. Each such Selling Shareholder 
has agreed to vote such Selling Shareholder's Shares as directed by Carl 
Berg, on behalf of Berg & Berg Enterprises, Inc. The Voting Rights Agreements 
terminate at the earliest of the following dates: (i) upon any sale of the 
Shares pursuant to a registration statement declared effective under the 
Securities Act, but only as to the Shares so sold; (ii) upon the sale of the 
Shares pursuant to Rule 144 promulgated under the Securities Act, but only as 
to the Shares so sold; or (iii) two years after the effective date of the 
Voting Rights Agreements.  Each certificate representing Shares subject to 
the Voting Rights Agreement is imprinted with a legend substantially similar 
to the following:  "The shares represented by this certificate are subject to 
the terms and conditions of a Voting Rights Agreement, dated as of November 
12, 1997, all the terms of which are incorporated herein by reference.  The 
Voting Rights Agreement shall terminate or become inapplicable as to shares 
represented by this certificate under the circumstances described therein.  A 
copy of such Agreement may be obtained without charge upon written request to 
the Company at its principal place of business."
    

                             PLAN OF DISTRIBUTION
                                       
     The Selling Shareholders may offer their Shares at various times in one 
or more of the following transactions:

     - on any of the United States securities exchanges where the Common Stock
       is listed and traded, include the AMEX and the PSE upon resumption of 
       trading of the Common Stock;
     - in the over-the-counter market;
     - in transactions other than on such exchanges or in the over-the-counter
       market; 
     - in connection with short sales of the Shares;
     - by pledge to secure debts and other obligations;
     - in connection with the writing of non-traded and exchange-traded call
       options, in hedge transactions and in settlement of other transactions
       in standardized or over-the-counter options; or
     - in a combination of any of the above transactions.

     The Selling Shareholders may sell the Shares at market prices prevailing 
at the time of sale, at prices related to such prevailing market prices, at 
negotiated prices or at fixed prices.

     Affiliates of the Company who are Selling Shareholders, including Berg & 
Berg Enterprises, Inc. and its affiliates, and certain officers and directors 
of the Company have represented to the Company that they will not, directly 
or indirectly, bid for, purchase or attempt to induce any person to bid for 
or purchase shares of Common Stock in violation of Rule 102(a) of Regulation 
M promulgated by the Commission.

     The Selling Shareholders may use broker-dealers to sell the Shares.  If 
this happens, broker-dealers will either receive discounts or commissions 
from the Selling Shareholders, or they will receive commissions from 
purchasers of Shares for whom they acted as agents.

                                          9
<PAGE>

                              RECENT DEVELOPMENTS
                                       
     HALT IN TRADING OF THE COMMON STOCK.  In connection with the October 
Distribution, the AMEX halted trading of the Common Stock at the opening of 
trading on October 20, 1997.  The last day of trading prior to the halt was 
October 17, 1997.  The closing price of the Common Stock on October 17, 1997 
was $3.38.  The Company believes that by effecting the Reverse Split, 
completing the private placement of 1,250,000 shares of Common Stock and 
registering the Shares for resale under this Prospectus trading of the Common 
Stock will resume. However, there can be no assurance that trading will 
resume and continue or that the price of the Common Stock will increase due 
to the Company's recent efforts to increase the price per share of the Common 
Stock and increase the assets of the Company.  See "Risk Factors -- Trading 
of Common Stock on the AMEX; Limited Public Distribution and Reduced Market 
Value Subject to this Registration Statement."

     AMENDMENT AND RESTATEMENT OF ARTICLES OF INCORPORATION; REVERSE SPLIT; 
ODD-LOT TENDER OFFER.  On November 10, 1997, following the approval by the 
Company's shareholders at a special meeting, the Company filed Amended and 
Restated Articles of Incorporation which effected the Reverse Split, 
increased the number of shares of Common Stock to 200,000,000 (post-Reverse 
Split), authorized 20,000,000 shares of undesignated preferred stock and 
authorized the Company to issue convertible debt when and as determined by 
the board of directors of the Company.

   
     The number of shares of the Common Stock publicly held following the 
Reverse Split was reduced to approximately 51,000 shares.  Subject to the 
registration of the Shares, the Company may lack an adequate number of 
publicly held shares and has insufficient market value or "float" for 
continued listing on the AMEX.  See "--  Private Placements" and "Risk 
Factors  -- Trading of Common Stock on the AMEX; Limited Public Distribution 
and Reduced Market Value Subject to this Registration Statement."

     Following the Reverse Split, some shareholders of the Company held 
"odd-lots" of less than 100 shares.  Because brokerage commissions and other 
costs of transactions in such odd-lots are generally higher than the costs of 
transactions in "round-lots" of even multiples of 100 shares, the Company 
conducted an odd-lot tender offer pursuant to the exemption afforded by Rule 
13e-4(h)(5) promulgated by the Commission pursuant to Section 13(e)(2) of the 
Exchange Act.  The odd-lot tender offer was open to all holders of less than 
100 shares through January 30, 1998 and the Company paid $4.50 per share for 
each share of Common Stock purchased pursuant to the odd-lot tender offer 
(post-Reverse Split).

     PRIVATE PLACEMENTS.  On September 2, 1997, the Company 
completed the sale of 6,000,000 shares of Common Stock at a price per share 
of $0.15, pre-Reverse Split, with aggregate proceeds to the Company of 
$900,000. The sale was exempt from registration in accordance with Rule 506 
of Regulation D promulgated by the Commission under Section 4(2) of the 
Securities Act.  That transaction effected a change in control of the Company.

     On November 12, 1997, following the Reverse Split, the Company completed 
the private placement of 1,250,000 shares at a price per share of $4.50, with 
aggregate proceeds to the Company of $5,625,000. The sale was exempt from 
registration in accordance with Rule 506 of Regulation D.  That private 
placement was conducted in order to increase the Company's cash and total 
assets and shareholders' equity and to increase the number of shares of 
Common Stock outstanding following the Reverse Split.

     CHANGE IN FISCAL YEAR END.  In an action by unanimous written consent in 
November 1997, the Company's Board of Directors changed the Company's fiscal 
year end from November 30 to December 31.

     PROPOSED REIT-RELATED TRANSACTIONS.  On May 15, 1998, the Company filed 
a Form S-4 Registration Statement with the Securities and Exchange Commission 
(the "Commission") including a Proxy Statement/Prospectus with respect to the 
Company's proposal to reincorporate in the State of 
    

                                       10
<PAGE>
   
Maryland and elect to become a real estate investment trust (REIT) for 
federal income tax purposes for its 1998 tax year. In addition, the Proxy 
Statement/Prospectus pertains to other transactions intended to effectuate 
the Company's desire to become actively engaged in the business of owning and 
operating real estate as a self-administered, self-managed and fully 
integrated REIT. The proposed transactions will be submitted to the Company's 
shareholders at a special meeting (the "Special Meeting") at which the 
shareholders will be asked to approve the following actions: (1) a proposed 
private placement of 6,495,058 shares of the Company's Common Stock for $4.50 
per share to a group of accredited investors; (2) a proposal for the Company 
to (i) become the sole general partner and acquire approximately 10.91% of 
the total partnership interests in each of four existing limited partnerships 
(collectively the "Operating Partnership") that will own approximately 4.34 
million square feet of leased commercial R&D buildings and the right to 
acquire certain commercial R&D pending building developments consisting of 
approximately 1.02 million rentable square feet (the "Pending Development 
Projects") from Carl E. Berg and certain of his affiliates, and (ii) approve 
the issuance of up to 100,825,478 shares of Common Stock issuable upon the 
redemption or exchange of 100,825,478 units of limited partnership interests 
(the "L.P. Units") held by or issuable to Carl E. Berg, certain of his 
affiliates and other limited partners in the Operating Partnership, including 
33,919,072 L.P. Units that may be issued upon the Operating Partnership's 
acquisition of the Pending Development Projects; and (3) a proposal to 
reincorporate the Company under the laws of the State of Maryland through a 
merger with and into the Company's wholly owned subsidiary Mission West 
Properties, Inc., a Maryland corporation ("Mission West-Maryland"), which 
during 1998 intends to elect to become a REIT and to approve the adoption of 
the charter and bylaws of Mission West-Maryland. The Company intends to set 
the date of the Special Meeting on June 25, 1998, or as soon as practicable 
thereafter, and to distribute the Proxy Statement/Prospectus to the 
shareholders not less than 20 business days prior to the date of the Special 
Meeting.
    

                                 LEGAL MATTERS
                                       
     The validity of the Common Stock offered hereby will be passed upon for 
the Company by Graham & James LLP, Palo Alto, California, counsel to the 
Company.  Alan B. Kalin, a partner in Graham & James LLP, owns 12,333 shares 
of Common Stock.

                                    EXPERTS

   
     The consolidated financial statements of the Company incorporated in 
this Prospectus by reference to the Annual Report on Form 10-K for the period 
ended December 31, 1997 and the Combined Financial Statements for The Berg 
Properties as of December 31, 1997 and 1996, and for the three years in the 
period ended December 31, 1997, the Combined Statement of Revenue and Certain 
Expenses of Fremont Properties for the year ended December 31, 1997 and the 
Combined Statements of Revenue and Certain Expenses for the Kontrabecki 
Properties for the years ended December 31, 1997, 1996 and 1995 incorporated 
by reference to the Company's registration statement on Form S-4 (File No. 
333-52835) filed with the Securities and Exchange Commission on May 15, 1998, 
have been audited by Coopers & Lybrand L.L.P., independent accountants. Such 
financial statements have been included in reliance upon the reports of 
Coopers & Lybrand L.L.P., independent certified public accountants, given on 
the authority of said firm as experts in auditing and accounting. 
    

   
     The consolidated financial statements as of November 30, 1996 and for 
each of the two years then ended incorporated in this Prospectus by reference 
to the Mission West Properties' Annual Report on Form 10-K for the year ended 
December 31, 1997, have been so incorporated in reliance on the report of 
Price Waterhouse LLP, independent accountants, given on the authority of said 
firm as experts in auditing and accounting.
    

                                      11

<PAGE>

   
             DISCLOSURE OF COMMISSION POSITION  ON INDEMNIFICATION
                         FOR SECURITIES ACT LIABILITIES
                                       
     Section 317 of the California General Corporations Law ("CGCL") provides 
that a corporation may indemnify its directors, officers, employees, or 
agents in terms sufficiently broad to permit such indemnification under 
certain circumstances for liabilities (including provisions permitting 
advancement for expenses incurred) arising under the Securities  Act.  
Article 5 of the Company's Amended and Restated Articles of Incorporation 
authorizes the Company to indemnify present or former directors, officers, 
employee or other agents of the Company, or a person serving in a similar 
capacity in another organization at the request of the Company, through 
bylaw, agreement or otherwise, in excess of the indemnity expressly permitted 
by Section 317 of the CGCL, provided that agents may not be indemnified for 
any acts or omissions or as to any circumstances for  which indemnity is 
expressly prohibited by Section 317 of the CGCL.  In addition, the liability 
of directors of the Company for monetary damages is eliminated to the fullest 
extent permissible under the laws of California.  The Company's Bylaws also 
provide that the agents of the corporation are indemnified and held harmless 
from all liability arising from or related to a breach of duty to the 
corporation or its shareholders, which indemnification will not be exclusive 
of any other rights to which agents of the Company may be entitled under any 
other provision of the Bylaws, agreements, vote of shareholders or 
disinterested directors or pursuant to the laws of the State of California.
    

     Insofar as indemnification for liabilities arising under the Securities 
Act may be permitted to directors, officers or persons controlling the 
registrant pursuant to the foregoing provisions, the registrant has been 
informed that in the opinion of the Securities and Exchange Commission such 
indemnification is against public policy as expressed in the Act and is 
therefore unenforceable.



                                      12

<PAGE>

                             TABLE OF CONTENTS

   
                                                                     Page
                                                                     ----

AVAILABLE INFORMATION..............................................     2
INFORMATION INCORPORATED BY REFERENCE..............................     2
THE COMPANY........................................................     3
RISK FACTORS.......................................................     3
USE OF PROCEEDS....................................................     4
THE SELLING SHAREHOLDERS...........................................     5
PLAN OF DISTRIBUTION...............................................     9
RECENT DEVELOPMENTS................................................    10
LEGAL MATTERS......................................................    11
EXPERTS............................................................    11
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
  FOR SECURITIES ACT LIABILITIES...................................    12
INFORMATION NOT REQUIRED IN PROSPECTUS.............................  II-1
SIGNATURES.........................................................  II-4
INDEX TO EXHIBITS..................................................  II-5
    

<PAGE>
                                    PART II
                                       
                    INFORMATION NOT REQUIRED IN PROSPECTUS
                                       
ITEM 14.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

     The expenses in connection with the issuance and distribution of the 
securities being registered, other than underwriting discounts and 
commissions, are estimated as follows:

Securities and Exchange Commission Registration Fee........    $ 1,977
Legal fees and expenses*...................................    $ 7,500
Accounting fees and expenses*..............................    $ 8,400
Printing expenses/Transfer agent's fees*...................    $ 7,000
       Total*..............................................    $24,877

- ---------------

*  Estimated.


ITEM 15.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Section 317 of the California General Corporations Law ("CGCL") provides 
that a corporation shall have the power to indemnify any person who was or is 
a party or is threatened to be made a party to any proceeding (other than an 
action by or in the right of the corporation to procure a judgment in its 
favor) by reason of the fact that the person is or was an agent of the 
corporation, against expenses, judgments, fines, settlements, and other 
amounts actually and reasonably incurred in connection with the proceeding if 
that person acted in good faith and in a manner the person reasonably 
believed to be in the best interests of the corporation and, in the case of a 
criminal proceeding, had no reasonable cause to believe the conduct of the 
person was unlawful.  The termination of any proceeding by judgment, order, 
settlement, conviction, or upon a plea of nolo contendere or its equivalent 
shall not, of itself, create a presumption that the person did not act in 
good faith and in a manner which the person reasonably believed to be in the 
best interests of the corporation or that the person had reasonable cause to 
believe that the person's conduct was unlawful.

     Article 5 of the Company's Amended and Restated Articles of 
Incorporation provides as follows:

       The liability of the directors of this corporation for monetary 
damages shall be eliminated to the fullest extent permissible under the laws 
of California.

          (a)  Whether by bylaw, agreement or otherwise, the agents of this 
corporation may be provided indemnity by this corporation in excess of the 
indemnity expressly permitted by Section 317 of the California Corporations 
Code for those agents of this corporation for breach of duty to this 
corporation and its stockholders provided, however, that an agent may not be 
indemnified for any acts or omissions or transactions from which a director 
may not be relieved of liability pursuant to this Article or as to 
circumstances in which indemnify is expressly prohibited by Section 317 of 
the CGCL.

          (b)  As used in this Article the term "agents" includes any person 
who is or was a director, officer, employee or other agent of this 
corporation, or is or was serving at the request of this corporation as a 
director, officer, employee or agent of another foreign or domestic 
corporation, partnership, joint venture, trust or other enterprise, or was a 
director, officer, employee or agent of a foreign or domestic corporation 
which was the predecessor corporation of this corporation or of another 
enterprise at the request of such predecessor corporation.


                                      II-1

<PAGE>

     Section 5.11 of the Company's Bylaws provides as follows:

       5.11.1 The agents of the corporation are hereby indemnified and held 
harmless from all liability arising from or related to a breach of duty to 
the corporation of its stockholders.

       5.11.2  The indemnification provided in the foregoing paragraph is not 
exclusive of any other rights which the agents of the corporation may be 
entitled under any other provision of these bylaws, agreement, vote of 
shareholders or disinterested directors or otherwise, or pursuant to the laws 
of California.  Such indemnification shall continue as to a person who has 
ceased to be an agent and shall inure to the benefit of the heirs, executors 
and administrators of the person.  Nothing contained in the foregoing 
paragraph 5.11.1 above shall affect any right to indemnification to which 
persons other than agents of the corporation are entitled by agreement or 
otherwise.

       5.11.3  As used in the foregoing paragraphs the term "agents" includes 
any person who is or was a director, officer, employee or other agent of the 
corporation, or is or was serving at the request of the corporation as a 
director, officer, employee or agent of another foreign or domestic 
corporation, partnership, joint venture, trust or other enterprise, or was a 
director, officer, employee or agent of a foreign or domestic corporation 
which was a predecessor corporation of the corporation or of another 
enterprise at the request of such predecessor corporation.

ITEM 16.  EXHIBITS.

   
  3.1*    Amended and Restated Articles of Incorporation filed November 10,
          1997
  3.2.1** Bylaws, as amended
  3.2.2*  Certificate of Amendment to Bylaws, effective as of August 5, 1997.
  5.1*    Opinion of Counsel as to legality of Common Stock
 10.1***  1997 Stock Option Plan
 10.2+    Voting Rights Agreement, dated August 4, 1997 by and among Berg
          & Berg Enterprises, Inc. and certain purchasers of the Company's
          Common Stock
 10.3*    Voting Rights Agreement, dated November 12, 1997 by and among Berg &
          Berg Enterprises, Inc. and certain purchasers of the Company's Common
          Stock
 23.1     Consent of Coopers & Lybrand LLP
 23.2     Consent of Price Waterhouse LLP
 23.3     Consent of Counsel (included in the opinion filed as Exhibit 5.1 to
          this Registration Statement)
 24.1*    Power of Attorney (included in the signature page to the Registration
          Statement)
 99.1***  Stock Purchase Agreement, dated November 12, 1997 by and among the
          Company and the purchasers named therein
 99.2++   Stock Purchase Agreement, dated May 27, 1997, as amended July 2, 1997
          by and among the Company and the purchasers named therein

*   Previously filed with the Commission on November 26, 1997.
**  Previously filed with the Commission on May 17, 1991 as an exhibit to the 
    Company's Registration Statement (Registration #33-40664).
*** Previously filed with the Commission on October 21, 1997 as an exhibit to 
    the Company's Schedule 14A.
+   Previously filed with the Commission on September 17, 1997 as an exhibit 
    to the Company's Form 8-K.
++  Previously filed with the Commission as an exhibit to the Company's 
    Schedule 14A, as amended, on July 8, 1997.
    


                                      II-2

<PAGE>


ITEM 17.  UNDERTAKINGS

     The undersigned Registrant hereby undertakes:

(a)  (1)  To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

          (i)  To include any prospectus required by section 10(a)(3) of the 
Securities Act of 1933;

          (ii)  To reflect in the prospectus any facts or events arising 
after the effective date of the registration statement (or the most recent 
post-effective amendment thereof) which, individually or in the aggregate, 
represent a fundamental change in the information set forth in the 
registration statement.  Notwithstanding the foregoing, any increase or 
decrease in volume of securities offered (if the total dollar value of 
securities offered would not exceed that which was registered) and any 
deviation from the low or high end of the estimated maximum offering range 
may be reflected in the form of prospectus filed with the Commission pursuant 
to Rule 424(b) if, in the aggregate, the changes in volume and price 
represent no more than a 20 percent change in the maximum aggregate offering 
price set forth in the "Calculation of Registration Fee" table in the 
effective registration statement;

          (iii)  To include any material information with respect to the plan 
of distribution not previously disclosed in the registration statement or any 
material change to such information in the registration statement;

     (2)  To remove from registration by means of a post-effective amendment 
any of the securities being registered which remain unsold at the termination 
of the offering.

(b)  The undersigned Registrant hereby undertakes that, for purposes of 
determining any liability under the Securities Act of 1933, each filing of 
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of 
the Exchange Act (and, where applicable, each filing of an employee benefit 
plan's annual report pursuant to Section 15(d) of the Exchange Act) that is 
incorporated by reference in this Registration Statement shall be deemed to 
be a new registration statement relating to the securities offered therein, 
and the offering of such securities at that time shall be deemed to be the 
initial bona fide offering thereof.

(c)  The undersigned Registrant hereby undertakes to deliver or cause to be 
delivered with the prospectus, to each person to whom the prospectus is sent 
or given, the latest annual report, to security holders that is incorporated 
by reference in the prospectus and furnished pursuant to and meeting the 
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act 
and, where interim financial information required to be presented by Article 
3 of Regulation S-X is not set forth in the prospectus, to deliver, or cause 
to be delivered to each person to whom the prospectus is sent or given, the 
latest quarterly report that is specifically incorporated by reference in the 
prospectus to provide such interim financial information.

     Insofar as indemnification for liabilities under the Securities Act may 
be permitted to directors, officers and controlling persons of the Registrant 
pursuant to the provisions described in Item 15 above, or otherwise, the 
Registrant has been advised that in the opinion of the Securities and 
Exchange Commission and indemnification is against public policy as expressed 
in the Securities Act and is therefore unenforceable.  In the event that a 
claim of indemnification against such liabilities (other than the payment by 
the Registrant of expenses incurred or paid by a director, officer or 
controlling person of the Registrant in a successful defense of any action, 
suit or proceeding) is asserted by such director, officer or controlling 
person in connection with the securities being registered, the Registrant 
will, unless in the opinion of its counsel the matter has been settled by 
controlling precedent, submit to a court of appropriate jurisdiction the 
question of whether such indemnification by it is against public policy as 
expressed in the Securities Act and will be governed by the final 
adjudication of such issue.



                                      II-3

<PAGE>
                                  SIGNATURES

   
     Pursuant to the requirements of the Securities Act of 1933, the 
Registrant certifies that it has reasonable grounds to believe that it meets 
all of the requirements for filing on Form S-3 and has duly caused this 
amendment to registration statement to be signed on its behalf by the 
undersigned, thereunto duly authorized, in the City of Cupertino, State of 
California on May 20, 1998.

                              MISSION WEST PROPERTIES
                              
                              
                              By:   /s/ Carl E. Berg
                                 -------------------------------------------
                                    Carl E. Berg
                                    Chief Executive Officer and President


     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature 
appears below constitutes and appoints Carl E. Berg and Michael J. Anderson, 
or either of them, each with the power of substitution, his or her 
attorney-in-fact, to sign any amendments to this Registration Statement and 
to file the same, with exhibits thereto and other documents in connection 
therewith, with the Securities and Exchange Commission, hereby ratifying and 
confirming all that each of said attorney-in-fact, or his or her substitute, 
may do or choose to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities indicated, effective May 20, 1998.


Signature                        Title
- ---------                        -----


/s/ Carl E. Berg
__________________________       Chief Executive Officer,
Carl E. Berg                     President, Director


/s/ Michael J. Anderson
__________________________       Chief Operating Officer,
Michael J. Anderson                 Director


/s/ Marianne K. Aguiar
__________________________       Vice President of Finance and Controller
Marianne K. Aguiar


/s/ Carl E. Berg as attorney-in-fact
__________________________       Director
Roger Kirk
    

                                           II-4

<PAGE>
                                 EXHIBIT INDEX

   
<TABLE>
<CAPTION>
                                                                       
Exhibit Number                  Description                            
- --------------                  -----------                            
<S>               <C>                                                  
                                                                      
    3.1*          Amended Restated Articles of Incorporation 
                  filed November 10, 1997

    3.2.1**       Bylaws, as amended

    3.2.2*        Certificate of Amendment to Bylaws, effective as of
                  August 5, 1997

    5.1*          Opinion of Counsel as to legality of Common Stock

   10.1***        1997 Stock Option Plan

   10.2+          Voting Rights Agreement, dated August 4, 1997, by 
                  and among Berg & Berg Enterprises and certain 
                  purchasers of the Company's Common Stock

   10.3*          Voting Rights Agreement, dated November 12, 1997, 
                  by and among Berg & Berg Enterprises and certain 
                  purchasers of the Company's Common Stock

   23.1           Consent of Coopers & Lybrand LLP

   23.2           Consent of Price Waterhouse LLP

   23.3*          Consent of Counsel (included in the opinion filed 
                  as Exhibit 5.1 to this Registration Statement

   24.1*          Power of Attorney (included in the signature page 
                  to this Registration Statement)

   99.1***        Stock Purchase Agreement dated as of November 12, 
                  1997 by and among the Company and the purchasers 
                  named therein

   99.2++         Stock Purchase Agreement dated as of May 27, 1997, 
                  as amended July 2, 1997 by and among the Company and 
                  the purchasers named therein

</TABLE>
*   Previously filed with the Commission on November 26, 1997.
**  Previously filed with the Commission on May 17, 1991 as an exhibit to the
    Company's Registration Statement (Registration #33-40664).
*** Previously filed with the Commission as an exhibit to the Company's 
    Schedule 14A filed on October 21, 1997.
+   Previously filed with the Commission as an exhibit to the Company's Form 
    8-K filed on September 17, 1997.
++  Previously filed with the Commission as an exhibit to the Company's 
    Schedule 14A, as amended, on July 8, 1997.
    

                                    II-5


<PAGE>
   
                                                                  Exhibit 23.1

                    CONSENT OF INDEPENDENT ACCOUNTANTS


We consent to the incorporation by reference in this Amendment No. 1 to the 
registration statement on Form S-3 (File No. 333-41203) of our report dated 
April 17, 1998 on our audits of the combined financial statements and 
financial statement schedule of The Berg Properties as of December 31, 1997 
and 1996 and for the years ended December 31, 1997, 1996 and 1995 and our 
reports dated April 17, 1998 on our audits of the Combined Statements of 
Revenue and Certain Expenses of the Kontrabecki Properties for the years 
ended December 31, 1997, 1996 and 1995 and the Combined Statement of Revenue 
and Certain Expenses of the Fremont Properties for the year ended December 
31, 1997 appearing in the registration statement on Form S-4 (File No. 
333-52835) filed May 15, 1998 with the Securities and Exchange Commission 
pursuant to the Securities Act of 1933. Additionally, we consent to the 
incorporation by reference of our report dated March 20, 1998 on our audit of 
the consolidated financial statements of Mission West Properties as of and 
for the year ended November 30, 1997 and one month period ended December 31, 
1997 appearing in the annual report on Form 10-K (File No. 1-8383) filed 
March 31, 1998. We also consent to the references to our firm under the 
caption "Experts".

San Francisco, California
May 19, 1998                              /s/ Coopers & Lybrand L.L.P.
                                          ----------------------------
                                              Coopers & Lybrand L.L.P.
    

<PAGE>
   
                                                            Exhibit 23.2


               CONSENT OF INDEPENDENT ACCOUNTANTS


We hereby consent to the incorporation by reference in the Prospectus 
constituting part of this Registration Statement on Form S-3 of our report 
dated February 11, 1997, except as to the 1 for 30 reverse stock split 
discussed in Note 1, which is as of November 10, 1997, appearing on page F-3 
of Mission West Properties' Annual Report on Form 10-K for the year ended 
December 31, 1997. We also consent to the reference to us under the heading 
"Experts" in such Prospectus.


/s/ Price Waterhouse LLP
- ------------------------
PRICE WATERHOUSE LLP

San Diego, California
May 14, 1998
    


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission