UNITED STATES
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): April 4, 2006
MISSION WEST PROPERTIES, INC.
(Exact name of registrant as specified in its charter)
Maryland Commission File Number: 95-2635431
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(State or other jurisdiction of 1-8383 (I.R.S. Employer
incorporation) Identification)
10050 Bandley Drive, Cupertino, CA 95014
(Address of principal executive offices)
(408) 725-0700
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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SECTION 4 - MATTERS RELATING TO ACCOUNTANTS AND FINANCIAL STATEMENTS
ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On April 4, 2006, the Audit Committee of the Board of Directors of Mission
West Properties, Inc. (the "Company") determined not to renew its engagement of
BDO Seidman LLP ("BDO") as the Company's independent registered public
accounting firm ("auditors"), and decided to engage Burr, Pilger & Mayer LLP
("BPM") to serve as the Company's independent registered public accounting firm
for the fiscal year ending December 31, 2006.
BDO's audit reports on the Company's consolidated financial statements and
management's assessment of the effectiveness of internal control over financial
reporting and the effectiveness of internal control over financial reporting as
of and for the years ended December 31, 2005 and 2004 did not contain an adverse
opinion or disclaimer of opinion, nor were they qualified or modified as to
uncertainty, audit scope or accounting principles. In connection with the audits
of the Company's consolidated financial statements for each of the two most
recent fiscal years ended December 31, 2005 and 2004 and through March 31, 2006,
there were no disagreements between the Company and BDO on any matters of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure, which disagreements, if not resolved to the satisfaction of
BDO, would have caused BDO to make reference in connection with their opinion to
the subject matter of the disagreement. During the two most recent fiscal years
and through March 31, 2006, there have been no "reportable events" as defined in
Regulation S-K, Item 304(a)(1)(v).
The Company has provided BDO with a copy of the foregoing disclosures and
has requested BDO to furnish the Company with a letter addressed to the
Securities and Exchange Commission stating whether BDO agrees with the above
statements. A copy of BDO's letter, dated April 5, 2006, is filed as Exhibit
16.1 to this Form 8-K.
During the Company's fiscal years ended December 31, 2005 and 2004 and
through March 31, 2006, BPM has not been engaged as an independent registered
public accountant to audit the Company's consolidated financial statements, nor
has BPM been consulted regarding the application of the Company's accounting
principles to a specified transaction, either completed or proposed, or the type
of audit opinion that might be rendered on the Company's consolidated financial
statements, or matters that was either the subject of a disagreement as that
term is defined in Item 304(a)(1)(iv) or a reportable event as described in Item
304(a)(1)(v) of Regulation S-K.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
The following exhibit is furnished with this report pursuant to Item
4.01:
Exhibit No. Description
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16.1 Letter from BDO Seidman LLP to the Securities and
Exchange Commission
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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 hereunto duly authorized.
MISSION WEST PROPERTIES, INC.
Date: April 10, 2006 By: /s/ Carl E. Berg
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Carl E. Berg
Chairman and Chief Executive Officer
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EXHIBIT 16.1
April 5, 2006
Securities and Exchange Commission
100 F Street N.E.
Washington, D.C. 20549
We have been furnished with a copy of the response to Item 4.01 of Form 8-K for
the event that occurred on April 4, 2006, to be filed by our former client,
Mission West Properties, Inc. We agree with the statements made in response to
that Item insofar as they relate to our Firm.
Very truly yours,
/s/ BDO Seidman LLP
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BDO Seidman, LLP
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