8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

Amendment No. 1

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): November 2, 2012

MISSION WEST PROPERTIES, INC.

(Exact name of registrant as specified in its charter)

Maryland	001-34000	95-2635431
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)
10050 Bandley Drive Cupertino, CA		95014
(Address of principal executive offices)		(Zip Code)

(408) 725-0700

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations 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)

x 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))

Item 8.01. Other Events.

On November 2, 2012, Mission West Properties, Inc., a Maryland corporation (“Mission West”), announced that it had entered into two agreements to dispose of all of its real estate assets for an enterprise value of approximately $1.3 billion (the “Transactions”).

The press released filed as Exhibit 99.1 to the Form 8-K filed on November 5, 2012 announcing the Transactions inadvertently varied slightly from the press released issued by Mission West on November 2, 2012. Filed herewith as Exhibit 99.1 and incorporated herein by reference is the press release issued on November 2, 2012.

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Additional Information and Where to Find It

Mission West intends to file a proxy statement with the Securities and Exchange Commission (the “SEC”) in connection with the proposed transactions described above. Investors and stockholders are urged to read the proxy statement when it becomes available and any other relevant documents filed with the SEC because they will contain important information regarding the proposed transactions and related matters. Investors and stockholders may obtain a copy of the proxy statement (when available) and other documents filed by Mission West with the SEC free of charge at the website maintained by the SEC at http://www.sec.gov. In addition, documents filed with the SEC by Mission West are available free of charge by contacting Mission West Investor Relations in writing at 10050 Bandley Drive, Cupertino, CA 95014, or by telephone at (408) 725-0700.

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Participants in Solicitation

Mission West and its directors, executive officers, and employees may be deemed to be participants in the solicitation of proxies from the Mission West stockholders in connection with the proposed transactions described above. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of proxies in connection with the proposed transactions, and a description of their direct and indirect interests in the proposed transactions, which may differ from the interests of Mission West’s stockholders generally, will be set forth in a definitive proxy statement to be filed with the SEC in connection with the proposed transactions. Additional information regarding these individuals is included in Mission West’s Annual Report on Form 10-K for the year ended December 31, 2011, as amended.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
99.1	Press release dated November 2, 2012.

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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.

Dated: November 5, 2012
	MISSION WEST PROPERTIES, INC.
	By:	/s/ Carl E. Berg
		Carl E. Berg
		Chief Executive Officer

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release dated November 2, 2012.

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EX-99.1

Exhibit 99.1

Press Release            

For Immediate News Release

November 2, 2012

MISSION WEST PROPERTIES ANNOUNCES AGREEMENT

TO SELL ITS PROPERTIES

CUPERTINO, CALIFORNIA — Mission West Properties, Inc. (NASDAQ: MSW) today announced that it has entered into two agreements to dispose of all of its real estate assets for an enterprise value of approximately $1.3 billion, which was unanimously approved by its Board of Directors. Mission West has agreed to sell certain of its real estate assets to a joint venture entity sponsored by affiliates of Divco West and TPG Real Estate in exchange for approximately $400 million in cash and $398 million in assumed debts and other obligations. In addition, Mission West has agreed that certain operating partnerships (each, an “O.P.”) will retain their remaining assets and liabilities with an approximate net value of $525 million and the non-converting limited partners will retain an ownership interest in those operating partnerships.

Following completion of these transactions, Mission West intends to liquidate after satisfying outstanding debts, applicable taxes and related transaction costs. Mission West currently estimates these transactions will result in a distribution to stockholders (and the O.P. unit holders that elect to redeem their O.P. units) in the range of $9.20 to $9.28 per share in cash, although the amount ultimately distributed to stockholders may be below this range. The estimated distribution amount includes the sales proceeds and an allocation for the final 2012 annual dividend in accordance with the REIT’s statutory distribution requirements.

Mission West currently expects the transactions to close by year end. However, Mission West’s ability to consummate the transactions is subject to stockholder approval and satisfaction of certain other conditions to closing. It is anticipated that Mission West stockholders of record as of November 2, 2012, the record date set for the special meeting, will be entitled to vote on the proposed transactions shortly before the proposed closing.

Company Profile

Mission West Properties, Inc. operates as a self-managed, self-administered and fully integrated REIT engaged in the management, leasing, marketing, development and acquisition of commercial R&D properties, primarily located in the Silicon Valley portion of the San Francisco Bay Area. Currently, the Company owns and manages 101 properties totaling approximately 7.6 million rentable square feet. For additional information, please contact the Company’s Chairman and CEO, Carl E. Berg, at 408-725-0700.

Forward-Looking Statements

This news release contains forward-looking statements that are subject to risks, uncertainties and assumptions. If such risks or uncertainties materialize or such assumptions prove incorrect, the results of these statements could differ materially from those expressed or implied by such forward-looking statements and assumptions. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including management plans relating to the transactions;

the expected timing of the completion of the transactions; the parties’ ability to complete the transactions considering the various closing conditions, including obtaining stockholder approval; the estimated per share distribution following the transactions; estimated closing costs; the liquidation of the Company and any statements of assumptions underlying any of the foregoing. Risks, uncertainties and assumptions include the possibility that expected benefits of the transaction may not materialize as expected; that the transaction may not be timely completed, if at all; as well as the other risks detailed from time to time in Mission West’s SEC reports, including its report on Form 10-Q for the quarter ended June 30, 2012. Mission West has no obligation to update, or continue to provide information with respect to, any forward-looking statement or risk factor, whether as a result of new information, future events or otherwise.

In connection with the proposed transaction, Mission West intends to file a definitive proxy statement and other relevant materials with the SEC. Before making any voting decision with respect to the proposed transactions, stockholders of Mission West are urged to read the proxy statement and other relevant materials because these materials will contain important information about the proposed transaction. The proxy statement and other relevant materials, and any other documents filed by Mission West with the SEC, may be obtained free of charge at the SEC’s website at www.sec.gov or from Mission West at www.missionwest.com or by contacting Mission West Investor Relations at: (408) 725-0700.

Mission West and its executive officers and directors may be deemed to be participants in the solicitation of proxies from its stockholders in favor of the proposed transactions. A list of the names of Mission West’s executive officers and directors and a description of their respective interests in Mission West are set forth in its report on Form 10-K/A for the year ended December 31, 2011, which was filed with the SEC on April 27, 2012, and in any documents subsequently filed by its directors and executive officers under the Securities and Exchange Act of 1934, as amended. Certain executive officers and directors of Mission West have interests in the proposed transactions that may differ from the interests of stockholders generally. These interests and any additional benefits in connection with the proposed transactions will be described in the definitive proxy statement.

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