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) September 2, 1997
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Mission West Properties
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(Exact Name of Registrant as Specified in its Charter)
California
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(State or Other Jurisdiction of Incorporation)
001-08383 95-2635431
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(Commission File Number) (I.R.S. Employer Identification No.)
10050 Bandley Drive, Cupertino, CA 95014
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(Address of Principal Executive Offices)
(408) 725-0700
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(Registrant's Telephone Number, Including Area Code)
6815 Flanders Drive, San Diego, CA 92121
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
On September 2, 1997, Mission West Properties (the "Company") completed
the sale of 6,000,000 shares of its newly issued common stock to a group of
private investors led by Berg & Berg Enterprises, Inc. (the "Berg Group").
The members of the Berg Group include those individuals and entities set
forth in Appendix I to the Stock Purchase Agreement, dated May 27, 1997, by
and between the Company and the Berg Group, as amended July 2, 1997 (the
"Stock Purchase Agreement"), a copy of which is attached as an Exhibit. The
Stock Purchase Agreement was previously filed with the Securities and
Exchange Commission on July 3, 1997 as an exhibit to the Company's Schedule
14A, as amended. The source of consideration used by Berg & Berg
Enterprises, Inc. to acquire the common stock of the Company was working
capital. The source of consideration used by all other members of the Berg
Group to acquire the common stock of the Company was personal funds. The
percentage of voting securities of the Company now beneficially owned by the
Berg Group is 79.6%.
The members of the Berg Group have entered into a Voting Rights
Agreement covering all shares of common stock of the Company acquired
pursuant to the Stock Purchase Agreement (the "Shares"), and all shares
issued on, or in exchange for, any of the Shares by reason of any stock
dividend, stock split, consolidation of shares, reclassification or
consolidation involving the Company. Each member of the Berg Group has
agreed to vote such member's Shares as directed by Carl Berg, on behalf of
Berg & Berg Enterprises, Inc., on all matters submitted to a vote of the
shareholders of the Company. The Voting Rights Agreement terminates 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 of 1933,
as amended (the "Securities Act"), but only as to the Shares so sold; (ii)
upon a sale of the Shares pursuant to Rule 144 promulgated under the
Securities Act, but only as to the Shares so sold; or (iii) two (2) years
after the effective date of the Voting Rights Agreement.
The Company's Schedule 14A, as amended, filed with the Securities and
Exchange Commission on July 3, 1997 and all exhibits and attachments thereto
are incorporated herein by reference with respect to information required by
this Item 1. The remainder of the information required by this Item 1 is set
forth in the News Releases issued by the Company on August 6, 1997 and
September 2, 1997, copies of which are attached as Exhibits.
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ITEM 7. EXHIBITS.
(2) Appendix I to Stock Purchase Agreement
(99) Additional Exhibits:
(i) Voting Rights Agreement, dated August 4, 1997, by and among
Berg & Berg Enterprises, Inc. and the other members of the Berg
Group
(i) August 6, 1997 News Release Announcing Shareholder Approval
of Sale of Common Stock to Berg Group and Declaration of $3.30
Distribution
(ii) September 2, 1997 News Release Announcing Sale of Common
Stock to Berg Group and Change in Board of Directors and Officers
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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 thereunto duly authorized.
MISSION WEST PROPERTIES
By: /s/
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Michael L. Knapp
Chief Financial Officer and Secretary
Dated: 9/15/97
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