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) December 5, 2008

MANHATTAN BANCORP

(Exact name of registrant as specified in its charter)

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

2141 Rosecrans Avenue, Suite 1160, El Segundo, CA 90245

(Address of principal executive offices)

(Zip code)

(310) 606-8000

(Registrant’s telephone number including area code)

(Former name or former address, if changed since last report) Not applicable

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 (see General Instruction A.2. below):

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

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

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

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

Item 1.01.Entry into a material definitive agreement.

Pursuant to a Letter Agreement dated December 5, 2008, and the Securities Purchase Agreement—Standard Terms attached thereto (the “Securities Purchase Agreement”), the Company issued to the United States Department of the Treasury (“Treasury Department”) 1,700 shares of Manhattan Bancorp Series A Fixed Rate Perpetual Preferred Stock, without par value (the “Series A Preferred Stock”), having a liquidation amount per share equal to $1,000 for a total price of $1.7 million.  The Series A Preferred Stock pays cumulative dividends at a rate of 5% per year for the first five years and thereafter at a rate of 9% per year.  The Company may not redeem the Series A Preferred Stock during the first three years except with the proceeds from a “qualified equity offering” (as defined in the Certificate of Determination described in Item 5.03).  After three years, the Company may, at its option, redeem the Series A Preferred Stock at par value plus accrued and unpaid dividends.  The Series A Preferred Stock is generally non-voting.  Prior to December 5, 2011, unless the Company has redeemed the Series A Preferred Stock or the Treasury Department has transferred the Series A Preferred Stock to a third party, the consent of the Treasury Department will be required for the Company to issue a  common stock dividend or repurchase its common stock, or other equity or capital securities, other than in connection with benefit plans consistent with past practice and certain other circumstances specified in the Securities Purchase Agreement.  A consequence of the Series A Preferred Stock purchase includes certain restrictions on executive compensation that  could limit the tax deductibility of compensation we pay to executive management.  The Securities Purchase Agreement is included in Exhibit 10.1 hereto and is incorporated herein by reference.

As part of its purchase of the Series A Preferred Stock, the Treasury Department received a warrant (the “Warrant”) to purchase 29,480 shares of the Company’s common stock at an initial per share exercise price of $8.65.  The Warrant provides for the adjustment of the exercise price and the number of shares of our common stock issuable upon exercise pursuant to customary anti-dilution provisions, such as upon stock splits or distributions of securities or other assets to holders of our common stock, and upon certain issuances of our common stock at or below a specified price relative to the initial exercise price.  The Warrant expires ten years from the issuance date.  If, on or prior to December 31, 2009, the Company receives aggregate gross cash proceeds of not less than $1.7 million from “qualified equity offerings” announced after December 5, 2008, the number of shares of common stock issuable pursuant to the Treasury Department’s exercise of the Warrant will be reduced by one-half of the original number of shares, taking into account all adjustments, underlying the Warrant.  Pursuant to the Securities Purchase Agreement, the Treasury Department has agreed not to exercise voting power with respect to any shares of common stock issued upon exercise of the Warrant.  The Warrant is attached as Exhibit 4.3 hereto and is incorporated herein by reference.

The Series A Preferred Stock and the Warrant were issued in a private placement exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, as amended.  Upon the request of the Treasury Department at any time, we have agreed to promptly enter into a deposit arrangement pursuant to which the Series A Preferred Stock may be deposited and depositary shares (“Depositary Shares”) may be issued.  We have agreed to register for resale the Series A Preferred Stock, the Warrant, and the shares of common stock underlying the Warrant (the “Warrant Shares”) and the Depositary Shares, if any, if requested to do so by the Treasury Department.  Neither the Series A Preferred Stock nor the Warrant will be subject to any

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contractual restrictions on transfer, except that the Treasury Department may only transfer or exercise an aggregate of one-half of the Warrant Shares prior to the earlier of the redemption of 100% of the Shares of Series A Preferred Stock and December 31, 2009.

In addition, the Company has agreed to maintain a range of directors which would allow two additional seats on its Board of Directors to be filled by the Treasury Department in the event the Company should default on six dividend payments, whether or not consecutive, due on its Series A Preferred Stock.

In the Securities Purchase Agreement, the Company agreed that, until such time as the Treasury Department ceases to own any securities acquired from us pursuant to the Securities Purchase Agreement, the Company will take all necessary action to ensure that our benefit plans with respect to our senior executive officers comply with Section 111(b) of the Emergency Economic Stabilization Act of 2008 (“EESA”) as implemented by any guidance or regulation under Section 111(b) of EESA that has been issued and is in effect as of the date of issuance of the Series A Preferred Stock and the Warrant and not adopt any benefit plans with respect to, or which cover, our senior executive officers that do not comply with EESA.  The applicable executives have consented to the foregoing and have executed amendments to their Employment Agreements in order to comply with EESA.

Item 3.02Unregistered sales of equity securities.

The information set forth under “Item 1.01 Entry into a Material Definitive Agreement” is incorporated herein by reference.

Item 3.03Material modification to rights of security holders.

Prior to December 5, 2011, unless the Company has redeemed the Series A Preferred Stock or the Treasury Department has transferred the Series A Preferred Stock to a third party, the consent of the Treasury Department will be required for us to (1) declare or pay any dividend or make any distribution on our common stock, or (2) redeem, purchase or acquire any shares of the Company’s common stock or other equity or capital securities, other than in connection with benefit plans consistent with past practice and certain other circumstances specified in the Securities Purchase Agreement.

In addition, under the Certificate of Determination described in Item 5.03, the Company’s ability to declare or pay dividends or repurchase our common stock or other equity or capital securities will be subject to restrictions in the event that the Company fails to declare and pay (or set aside for payment) full dividends on the Series A Preferred Stock.

Item 5.02.Departure of directors or certain officers; election of directors; appointment of certain officers; compensatory arrangements of certain officers.

The information concerning executive compensation set forth under “Item 1.01 Entry into a Material Definitive Agreement” is incorporated by reference into this Item 5.02.

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Item 5.03Amendments to Articles of Incorporation or Bylaws, Change in Fiscal Year.

The Company created the Series A Preferred Stock pursuant to a Certificate of Determination that was filed with the California Secretary of State on December 2, 2008.  The description of the rights, preferences and privileges of the Series A Preferred Stock created by the Certificate of Determination is set forth in Items 1.01 and 3.03 herein and is hereby incorporated by reference.

Item 9.01Financial statements and exhibits.

(d)Exhibits.

The following exhibits are filed herewith:

Exhibit No.	Description
4.1	Certificate of Determination for the Series A Preferred Stock
4.2	Form of Certificate for the Series A Preferred Stock
4.3	Warrant for Purchase of Shares of Common Stock
10.1	Letter Agreement dated December 5, 2008, between Manhattan Bancorp and the United States Department of the Treasury, which includes the Securities Purchase Agreement-Standard Terms attached thereto, with respect to the issuance and sale of the Series A Preferred Stock and the Warrant
10.2	Amendment No. 1 to Employment Agreement dated December 5, 2008, between Bank of Manhattan, N.A., Manhattan Bancorp and Jeffrey M. Watson
10.3	Amendment No. 1 to Employment Agreement dated December 5, 2008, between Bank of Manhattan, N.A., Manhattan Bancorp and Dean Fletcher
10.4	Side Letter Agreement dated December 5, 2008, between Manhattan Bancorp and The Department of Treasury regarding maintenance of two open seats on Board of Directors
99.1	Press release dated December 10, 2008

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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.

Dated: December 11, 2008	MANHATTAN BANCORP
	By:	/s/ Dean Fletcher
		Dean Fletcher, Executive Vice President
		and Chief Financial Officer

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Exhibit Index

Exhibit No.	Description
4.1	Certificate of Determination for the Series A Preferred Stock
4.2	Form of Certificate for the Series A Preferred Stock
4.3	Warrant for Purchase of Shares of Common Stock
10.1	Letter Agreement dated December 5, 2008, between Manhattan Bancorp and the United States Department of the Treasury, which includes the Securities Purchase Agreement-Standard Terms attached thereto, with respect to the issuance and sale of the Series A Preferred Stock and the Warrant
10.2	Amendment No. 1 to Employment Agreement dated December 5, 2008, between, Bank of Manhattan, N.A., Manhattan Bancorp and Jeffrey M. Watson
10.3	Amendment No. 1 to Employment Agreement dated December 5, 2008, between Bank of Manhattan, N.A., Manhattan Bancorp and Dean Fletcher
10.4	Side Letter Agreement dated December 5, 2008, between Manhattan Bancorp and The Department of Treasury regarding maintenance of two open seats on Board of Directors
99.1	Press release dated December 10, 2008

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