8-K

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)  October 1, 2007

MANHATTAN BANCORP

(Exact name of registrant as specified in its charter)

California	333-140448	20-5344927
(State or other jurisdiction	(Commission File No.)	(I.R.S. Employee
of incorporation or organization)		Identification No.)

2141 Rosecrans Avenue, Suite 1160

El Segundo, California 90245

(Address of principal executive offices)

(Zip code)

(310) 606-8000

(Registrant’s telephone number including area code)

Not applicable

(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 obligation of the registrant under any of the following provisions:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events

On October 1, 2007, Manhattan Bancorp (the “Company”) issued a press release announcing the final close of its initial public stock offering.

The Company formally closed the public offering of securities at the close of business on September 26, 2007. The completion of the offering provided the Company with a total of 2,442,631 shares. These shares, coupled with those shares purchased by the Company’s organizers, brought the total capitalization of the Company to $24.9 million, with $23.5 million utilized to capitalize the Bank.

The Company was incorporated for the purpose of becoming a bank holding company through the purchase of all of the issued and outstanding stock of Bank of Manhattan, N.A., a newly organized national banking association (the “Bank”). On August 10, 2007, the Company had an initial closing of its initial public offering of securities, selling an aggregate of 2,281,278 shares of its common stock for total gross proceeds to the Company of $22,281,278. On August 14, the Company capitalized the Bank using most of the proceeds from the public offering in exchange for 100% of the issued and outstanding shares of the Bank.

Having received the approval from the Comptroller of the Currency (OCC) and having been granted the deposit insurance by the Federal Deposit Insurance Corporation, the Bank commenced operations on August 15, 2007.

The Company is filing herewith the press release issued on October 1, 2007 as Exhibit 99.1 hereto, which is incorporated by reference thereto.

Item 9.01 Financial Statements and Exhibits

(d)Exhibits

Exhibit No.	Exhibit Description
99.1	Press Release, dated October 1, 2007

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SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	MANHATTAN BANCORP
Dated: October 3, 2007	By:	/s/ Dean Fletcher
		Dean Fletcher
		Executive Vice President &
		Chief Financial Officer

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EX-99.1

EXHIBIT 99.1

Contact Information:
Jeffrey M. Watson	Dean Fletcher
President/Chief Executive Officer	Executive Vice President/Chief Financial Officer
Phone: (310) 606-8000	Phone: (310) 606-8000
Fax: (310) 606-8090	Fax: (310) 606-8090

MANHATTAN BANCORP ANNOUNCES THE FINAL CLOSE OF STOCK OFFERING

LOS ANGELES, CA – October 1, 2007 – Manhattan Bancorp. (“Bancorp”) (OTCBB: MNHN) the holding company of Bank of Manhattan, N. A., a national bank, announced today the successful completion of the Bancorp’s initial public offering of common stock effective September 26, 2007. Bancorp obtained subscriptions for 2,442,631 shares, well in excess of the minimum of 2,150,000 shares offered in the Prospectus dated April 19, 2007. The completion of the offering, combined with funds received from organizers, provided total capital of $24.9 million to Bancorp with $23.5 million utilized to capitalize Bank of Manhattan.

“The response to the offering from over 300 local investors reflects the strong enthusiasm for a locally owned and managed community bank in Los Angeles, specifically in the South Bay” stated Jeffrey M. Watson, President and Chief Executive Officer.

Bank of Manhattan, which opened for business on August 15, 2007, is a full service bank headquartered in the South Bay area of Los Angeles, California. Bank of Manhattan’s primary focus is relationship banking to entrepreneurs, family-owned and closely-held middle market businesses, real estate investors and professional service firms. Additional information is available at www.BankManhattan.com.

FORWARD LOOKING STATEMENTS

Certain matters discussed in this release constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward looking statements relate to Bancorp’s current expectations regarding deposit and loan growth, operating results and the strength of the local economy. These forward looking statements are subject to certain risks and uncertainties that could cause the actual results, performance or achievements to differ materially from those expressed, suggested or implied by the forward looking statements. These risks and uncertainties include, but are not limited to: (1) the impact of changes in interest rates, a decline in economic conditions and increased competition among financial service providers on Bank of Manhattan’s operating results, ability to attract deposit and loan customers and the quality of Bank of Manhattan’s earning assets; (2) government regulation; and (3) the other risks set forth in Bancorp’s Form SB-2 Registration Statement filed with respect to its initial public offering and other reports filed with the Securities and Exchange Commission. Bancorp does not undertake, and specifically disclaims, any obligation to update any forward-looking statements to reflect occurrences or unanticipated events or circumstances after the date of such statements.