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 27, 2005
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 (I.R.S. Employer
of incorporation) Identification)
10050 Bandley Drive, Cupertino, CA 95014
(Address of principal executive offices)
(408) 725-0700
(Registrant's telephone number, including area code)
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ITEM 8.01. OTHER EVENTS.
(a) On April 27, 2005, the Board of Directors of Mission West Properties,
Inc. (the "Company") unanimously approved the following increases in
the fees paid to its three independent, outside directors for their
service on the Board of Directors, effective May 1, 2005:
- Annual Director's fees will increase from $15,000 to $25,000;
- Board of Director meeting fees will increase from $1,000 to
$1,500 per meeting; and
- Audit Committee telephone conference calls fees will increase
from $-0- to $500 per call.
(b) On April 27, 2005, upon the recommendation of the Compensation
Committee of the Board of Directors of the Company, the Board of
Directors in accordance with the provisions of the 2004 Equity
Incentive Plan, unanimously approved the following awards of dividend
equivalent rights ("DERs"), each such DER representing the current
right to receive the dividend paid on one share of the Company's
common stock, when paid by the Company:
- The non-employee outside directors each will receive 45,000 DERs
effective as of the second quarter of 2005, which will remain in
effect as long as the individual continues to serve on the Board
of Directors;
- The Company's President & COO, Ray Marino, will receive 80,000
DERs effective as of the second quarter of 2005, which will
remain in effect as long as Mr. Marino continues to be employed
by the Company;
- The Vice President of Finance & Controller, Wayne Pham, will
receive 20,000 DERs effective as of the second quarter of 2005,
which will remain in effect as long as Mr. Pham continues to be
employed by the Company; and
- Other key employees of the Company will receive a total of 55,000
DERs effective as of the second quarter of 2005, which will
remain in effect as long as they continue to be employed by the
Company.
A total of 290,000 DERs were awarded by the Company's Board of
Directors on April 27, 2005. The Company expects these awards to
result in additional annual compensation expense of $185,600, based on
the most recent quarterly dividend of $0.16 per share of common stock.
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SIGNATURES
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.
Dated: May 3, 2005 By: /s/ Carl E. Berg
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Carl E. Berg
Chief Executive Officer
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