-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WMLuVK0cKxm+4dlKThgr4g+0trXL9jQGl2PWWN//ArxxDLBOR4jOHuH9bNDVsOsK RdJyctYpfyBQV0vZwW8drQ== 0001067419-08-000014.txt : 20080321 0001067419-08-000014.hdr.sgml : 20080321 20080321134647 ACCESSION NUMBER: 0001067419-08-000014 CONFORMED SUBMISSION TYPE: 8-A12B/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20080321 DATE AS OF CHANGE: 20080321 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MISSION WEST PROPERTIES INC CENTRAL INDEX KEY: 0001067419 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 952635431 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-34000 FILM NUMBER: 08704846 BUSINESS ADDRESS: STREET 1: 10050 BANDLEY DRIVE CITY: CUPERTINO STATE: CA ZIP: 95014 BUSINESS PHONE: 4087250700 MAIL ADDRESS: STREET 1: 10050 BANDLEY DR CITY: CUPERTINO STATE: CA ZIP: 95014 8-A12B/A 1 mwp8a1st2008amend.txt FORM 8-A AMENDMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A/A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Mission West Properties, Inc. (Exact Name of Registrant as Specified in Charter) Maryland 95-2635431 - --------------------------------------- ------------------------------------ (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 10050 Bandley Drive Cupertino, California 95014 - --------------------------------------- ------------------------------------ (Address of Principal (Zip Code) Executive Offices) Securities to be registered pursuant to Section 12(b) of the Act: Name of each exchange on which each Title of each class to be so registered class is to be registered - --------------------------------------- ----------------------------------- Common Stock, $.001 par value per share The NASDAQ Stock Market LLC If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. [X] If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. [ ] Securities Act registration statement file number to which this form relates (if applicable): Securities to be registered pursuant to Section 12(g) of the Act: None - -------------------------------------------------------------------------------- (Title of class) - -------------------------------------------------------------------------------- (Title of class) INFORMATION REQUIRED IN REGISTRATION STATEMENT This Registration Statement on Form 8-A/A amends the Registration Statement on Form 8-A of Mission West Properties, Inc. dated and filed with the Securities and Exchange Commission on March 20, 2008 by including exhibit 4.1, which is filed herewith. No other portion of the report on Form 8-A as originally filed is being modified by this amendment. ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. The description of the common stock $.001, par value per share (the "Common Stock"), of Mission West Properties, Inc., a Maryland corporation, is incorporated by reference to the information set forth under the caption "Description of Capital Stock" in the prospectus included as part of the registrant's registration statement on Form S-11, as amended (Commission File No. 333-80203) in the form in which it was filed on June 28, 1999 with the Securities and Exchange Commission. ITEM 2. EXHIBITS. The following exhibits are incorporated by reference in this Registration Statement. Exhibit No. - ------------ 2.1 Merger Agreement and Plan of Merger between Mission West Properties and Mission West Properties, Inc.(1) 3.1 Articles of Amendment and Restatement of Mission West Properties, Inc.(2) 3.2 Amended and Restated Bylaws of Mission West Properties, Inc. as of December 18, 2007(3) 4.1* Specimen of Common Stock Certificate - ----------------- * Filed herewith (1) Incorporated herein by reference to the same-numbered exhibit to the Post-effective Amendment No. 1 to Registration Statement on Form S-4 filed on Form S-3 on February 11, 1999 (Commission File No. 333-52835-99) (2) Incorporated herein by reference to the same-numbered exhibit to the Registration Statement on Form S-4/A filed on November 16, 1998 and declared effective on November 23, 1998 (Commission File No. 333-52835-99) (3) Incorporated herein by reference to the same-numbered exhibit to Form 8-K filed on December 20, 2007 (Commission File No. 000-25235) - -------------------------------------------------------------------------------- SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized. Mission West Properties, Inc. Date: March 21, 2008 By: /s/ Raymond V. Marino ---------------------------------- Raymond V. Marino President and Chief Operating Officer EX-4 2 exh4_1.txt EXHIBIT 4.1 EXHIBIT 4.1 NUMBER SHARES 1775 COMMON STOCK COMMON STOCK MISSION WEST PROPERTIES, INC. THIS CERTIFICATE IS TRANSFERABLE SEE REVERSE FOR IMPORTANT NOTICE ON IN DENVER, CO OR IN NEW YORK, NY TRANSFER RESTRICTIONS AND OTHER INFORMATION CUSIP 605203 10 8 INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND THIS CERTIFIES THAT IS THE RECORD HOLDER OF FULLY PAID AND NONASSESSABLE SHARES OF THE COMMON STOCK, $.001 PAR VALUE PER SHARE, OF MISSION WEST PROPERTIES, INC. (the "Corporation") transferable on the books of the Corporation in person or by its duly authorized attorney upon surrender of this Certificate properly endorsed. This Certificate and the shares represented hereby are issued and shall be held subject to all of the provisions of the charter of the Corporation (the "Charter") and the Bylaws of the Corporation and any amendments thereto. This Certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar. WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers. Dated: SECRETARY PRESIDENT COUNTERSIGNED AND REGISTERED: AMERICAN SECURITIES TRANSFER & TRUST, INC. P.O. Box 1596, Denver, Colorado 90201 By TRANSFER AGENT AND REGISTRAR AUTHORIZED SIGNATURE IMPORTANT NOTICE The Corporation will furnish to any stockholder, on request and without charge, a full statement of the information required by Section 2-211(b) of the Corporations and Associations Article of the Annotated Code of Maryland with respect to the designation and any preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications, and terms and conditions of redemption of the stock of each class which the Corporation has authority to issue and, if the Corporation is authorized to issue any preferred or special class in series, (i) the differences in the relative rights and preferences between the shares of each series to the extent set, and (ii) the authority of the Board of Directors to set such rights and preferences of subsequent series. The foregoing summary does not purport to be complete and is subject to and qualified in its entirety by reference to the charter of the Corporation (the "Charter"), a copy of which be sent without charge to each stockholder who so requests. Such request must be made to the Secretary of the Corporation at its principal office or to the Transfer Agent. The Corporation will furnish a full statement about the restrictions on transferability with respect to the shares represented by this certificate to each holder of Capital Stock of the Corporation on request and without charge. Such request must be made to the Secretary of the Corporation at its principal office or to the Transfer Agent. KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN, OR DESTROYED THE CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE. The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:
TEN COM -as tenants in common UNIF GIFT MIN ACT -............Custodian ................ TEN ENT -as tenants by the entireties (Cust) (Minor) JT TEN -as joint tenants with right of under Uniform Gifts to Minors Act survivorship and not as tenants in common ...................................... (State) UNIF TRF MIN ACT -.............Custodian (until age .....) (Cust) ............. under uniform Transfers (Minor) to Minors Act ........................ (State)
Additional abbreviations may also be used though not in the above list. FOR VALUE RECEIVED, ___________________ hereby sells, assigns and transfers unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE - --------------------------------------------- | | - --------------------------------------------- - -------------------------------------------------------------------------------- (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Shares - ------------------------------------------------------------------------- of the capital stock represented by the within Certificate, and do hereby irrevocably constitute and appoint --------------------------------------------- Attorney to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises. Date: --------------------- X: ------------------------------------ X: ------------------------------------ NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER. Signature(s) Guaranteed By ------------------------------------ THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUANRANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15. -----END PRIVACY-ENHANCED MESSAGE-----