SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 ----------- FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): DECEMBER 6, 1996 Commission File Number 1-8383 MISSION WEST PROPERTIES Incorporated in California IRS Employer Identification Number: 95-2635431 Principal Executive Offices: Telephone: (619) 450-3135 6815 Flanders Drive, Suite 250 San Diego, California 92121-3914 Item 5: OTHER EVENTS On December 6, 1996, Mission West Properties (seller and "the Company") terminated its agreement to sell to Lincoln Property Company N.C., Inc. ("Lincoln"), in accordance with the terms of that agreement, and entered into an agreement to sell all its real estate assets to Spieker Properties, L.P. (purchaser and "Spieker"). A special shareholder meeting scheduled for December 7, 1996 to vote on the sale to Lincoln was adjourned to December 16, 1996, at which time the Company's shareholders would vote on the proposed sale to Spieker. On December 16, 1996, at a Special Meeting of Shareholders, the Company's shareholders voted to approve the sale to Spieker; approximately 88 percent of the outstanding shares were voted, with 99 percent of those voted shares in favor of the sale. The transaction is expected to close in January 1997. Item 7: EXHIBITS -------- (10) Additional Exhibits: Agreement of Purchase and Sale and Joint Escrow Instructions By and Among Spieker Properties, L.P., as Buyer, and Mission West Properties and Mission West Executive Aircraft Center, Inc., as Seller. (99) Additional Exhibits: December 16, 1996, News Release announcing shareholder approval of the sale of assets to Spieker Properties, L.P. SIGNATURE 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, thereunto duly authorized. MISSION WEST PROPERTIES - ------------------------ Registrant By: /s/ Katrina L. Thompson -------------------------- Katrina L. Thompson Chief Financial Officer & Secretary (Principal Financial and Accounting Officer) December 18, 1996 -2-