UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
Commission File Number 1-8383
(Check one): [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q
[ ] Form N-SAR [ ] Form N-CSR
For Period Ended: December 31, 2003
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended: ______________________________
Read Instructions Before Preparing Form. Please Print or Type.
NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS
VERIFIED ANY INFORMATION CONTAINED HEREIN.
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
PART I -- REGISTRANT INFORMATION
Mission West Properties, Inc.
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Full Name of Registrant
N/A
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Former Name if Applicable
10050 Bandley Drive
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Address of Principal Executive Office (Street and Number)
Cupertino, CA 95014
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City, State and Zip Code
PART II -- RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
[X] (a) The reason described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense
[ ] (b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion
thereof, will be filed on or before the fifteenth calendar day following
the prescribed due date; or the subject quarterly report or transition
report on Form 10-Q, or portion thereof, will be filed on or before the
fifth calendar day following the prescribed due date; and
[ ] (c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III -- NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, N-CSR,
or the transition report or portion thereof, could not be filed within the
prescribed time period.
(Attach extra sheets if needed)
The Registrant's Annual Report on Form 10-K for the year ended December 31, 2003
could not be filed within the prescribed time period because its independent
accountant, PricewaterhouseCoopers LLP, San Francisco, California ("PWC"),
previously engaged as the principal accountant to audit the financial statements
of Mission West Properties, Inc., (the "Company"), resigned as independent
auditors for the Company on January 26, 2004. PWC did not issue a report of
independent auditors' with respect to the Company's 2003 financial statements
prior to its resignation. On February 12, 2004, PWC informed the Company that
PWC's audit reports dated January 21, 2002 and January 28, 2003 on the financial
statements of the Company for the years ended December 31, 2001 and December 31,
2002 should no longer be relied upon. The Audit Committee of the Company's board
of directors has retained independent counsel to investigate matters asserted by
PWC subsequent to its resignation. The Company is unable to retain new
independent accountants until that investigation has been concluded. Hence, the
Company is unable to obtain reports of independent auditors for the financial
statements for the years ended December 31, 2001, December 31, 2002 and December
31, 2003 at this time.
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Carl E. Berg 408 725-0700
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed ? If answer is
no, identify report(s). Yes [X] No [ ]
(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion
thereof? Yes[ ] No[X]
If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
MISSION WEST PROPERTIES, INC.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date March 16, 2004 By /s/ Carl E. Berg
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Carl E. Berg
Chief Executive Officer