As filed with the Securities and Exchange Commission on March 17, 2005
Registration No. 333-80369
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
POST EFFECTIVE AMENDMENT NO. 1
TO FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
Mission West Properties, Inc.
(Exact name of registrant as specified in its charter)
Maryland 95-2635431
(State or other jurisdiction of (IRS employer identification no.)
incorporation or organization)
10050 Bandley Drive
Cupertino, CA 95014
(408) 725-0700
(Address of principal executive offices)
Mission West Properties, Inc. 1997 Stock Option Plan
(Full title of the plan)
Mr. Carl E. Berg
10050 Bandley Drive
Cupertino, CA 95014
(408) 725-0700
(Name and address of agent for service)
Copies to:
Alan B. Kalin
Bingham McCutchen LLP
1900 University Avenue
East Palo Alto, CA 94303-2223
Tel: (650) 849-4400
Fax: (650) 849-4800
DEREGISTRATION OF SHARES
On November 24, 2004, the stockholders of Mission West Properties, Inc. (the
"Registrant") voted to approve for adoption the 2004 Equity Incentive Plan (the
"2004 Plan") to replace the 1997 Stock Option Plan ("Predecessor Plan"). This
Post-Effective Amendment No. 1 to the Registrant's Registration Statement No.
333-80369 on Form S-8 filed on June 10, 1999 (the "Registration Statement") is
filed to deregister an aggregate of 3,991,089 shares previously registered that
remain available for issuance under the Predecessor Plan. The 3,991,089 shares
deregistered by this Post-Effective Amendment No. 1 will be registered, by a
subsequently filed registration statement on Form S-8 for the 2004 Plan, and the
associated registration fee paid by the Registrant to register shares issuable
under the Predecessor Plan on the Registration Statement will be carried forward
and applied to the registration fee necessary to register shares issuable under
the Registrant's 2004 Plan. There remain 767,000 shares subject to outstanding
options previously granted under the Predecessor Plan, and the Registration
Statement will remain in effect to cover the potential exercise of such
outstanding options.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cupertino, State of California, on the 17th day of
March, 2005.
Mission West Properties, Inc.
By: /s/ Carl E. Berg
----------------------------------------------
Carl E. Berg
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post-Effective Amendment No. 1 to the Registration Statement has been
signed by the following persons in the capacities indicated on March 17, 2005.
Signature Title
/s/ Carl E. Berg Chairman of the Board, Chief Executive
-------------------------------------- Officer, and Director
Carl E. Berg
/s/ Raymond V. Marino President, Chief Operating Officer and
-------------------------------------- Director
Raymond V. Marino
/s/ Wayne N. Pham Vice President of Finance and
-------------------------------------- Controller
Wayne N. Pham
/s/ John C. Bolger Director
--------------------------------------
John C. Bolger
/s/ William A. Hasler Director
--------------------------------------
William A. Hasler
/s/ Lawrence B. Helzel Director
--------------------------------------
Lawrence B. Helzel