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
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
10050 Bandley Drive
Cupertino, California 95014
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(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
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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
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(Title of class)
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(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.
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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
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* 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)
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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
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Raymond V. Marino
President and Chief Operating Officer