8-K

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 30, 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):

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

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

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

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

Item 3.02  Unregistered Sales of Equity Securities

On December 30, 2008 Manhattan Bancorp (the “Company”) completed the second closing under that certain Stock Purchase Agreement dated May 14, 2008, as amended (the “Agreement”) with Carpenter Fund Manager GP, LLC, (the “Manager”).  The Manager serves as General Partner of the Carpenter Community BancFund, L.P., Carpenter Community BancFund-A, L.P., and Carpenter Community BancFund-CA, L.P. (collectively the “Funds”).  At the second closing, the Company sold an aggregate of 1,371,825 shares of its common stock to the Funds at a purchase price of $10.00 per share for a total purchase price of $13,718,250.  This makes a total of 1,500,000 shares of the Company’s common stock sold to the Funds pursuant to the Agreement.  A press release describing the transaction is included as Exhibit 99.1 annexed hereto.

There were no underwriting discounts or commissions paid with respect to the sale of the shares to the Funds.  The sale was made pursuant to an exemption from registration set forth in Section 4(2) of the Securities Act of 1933, as amended, as a privately negotiated transaction not involving a public offering.

Item 5.02.  Departure of Director or Principal Officers:  Election of Directors; Appointment of Principal Officers

Pursuant to the Agreement, the Company agreed, prior to the second closing, to increase the size of its Board to appoint as a director one person nominated by the Manager, and to continue to nominate one person designated by the Manager for election to the Board of Directors so long as the Funds continue to own at least ten percent of the outstanding common stock of the Company.  The Manager nominated John D. Flemming to serve on the Company’s Board of Directors.

Effective January 1, 2009, the Board of Directors of the Company has appointed John D. Flemming to its Board of Directors.  In addition, the Bank of Manhattan, N.A., the Company’s wholly owned banking subsidiary, has appointed Mr. Flemming to its Board of Directors pending receipt of all necessary regulatory approvals.

Mr. Flemming is the President of Seapower Carpenter Capital, Inc., dba Carpenter & Company.  Carpenter & Company served as the selling agent in the Company’s 2007 initial public offering of securities pursuant to which it earned commissions and fees of approximately $535,000.   Further, Mr. Flemming serves as Manager Member of the Manager.    As described above, the Funds purchased an aggregate of 1,500,000 shares of the common stock of the Company for an aggregate purchase price of $15,000,000.

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Item 9.01  Financial Statements and Exhibits

(d)  Exhibits

Exhibit No.	Description
99.1	Press Release dated December 31, 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:  January 6, 2009		MANHATTAN BANCORP
	By:	/s/ Dean Fletcher
		Dean Fletcher, Executive Vice President
		and Chief Financial Officer

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Exhibit Index

Exhibit No.	Exhibit Title
99.1	Press Release dated December 31, 2008

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EX-99.1

EXHIBIT 99.1

Contact Information:
Jeffrey M. Watson	John D. Flemming
President/Chief Executive Officer	Managing Member
Manhattan Bancorp	Carpenter Fund Manager GP, LLC
Phone: (310) 606-8000	Phone: (949) 261-8888
Fax: (310) 606-8090	Fax: (949) 260-1354

MANHATTAN BANCORP ANNOUNCES THE RECEIPT OF $13.7 MILLION IN ADDITIONAL
CAPITAL

LOS ANGELES, CA – December 31, 2008 – Manhattan Bancorp (“Bancorp”) (OTCBB: MNHN) the holding company of Bank of Manhattan, N. A. (“Bank”), a national bank, announced today that it has received $13,731,825 of additional capital which represents the second and final installment of the Stock Purchase Agreement dated May 14, 2008 with Carpenter Fund Manager GP, LLC (“Carpenter”), General Partner of the Carpenter Community BancFunds (“Fund”), pursuant to which the Fund agreed to purchase 1,500,000 shares of Manhattan Bancorp’s authorized but unissued shares of stock at $10.00 per share for an aggregate purchase price of $15 million.

Additionally, the Board of Directors has appointed John D. Flemming, a Managing Member of Carpenter, to serve on the Board of Directors of Manhattan Bancorp effective January 1, 2009 as well as the Board of Directors of Bank of Manhattan pending necessary regulatory approvals.

“We are very excited for the opportunity to welcome John Flemming and the entire Carpenter organization as our strategic partners,” stated Jeffrey M. Watson, Manhattan Bancorp’s President and Chief Executive Officer. “John’s breadth of experience in the community banking marketplace will bring additional expertise to the solid Board we currently have. The additional capital will enable us to accelerate our core business plan in the following ways: increase the legal lending limit of the Bank, and therefore our competitive positioning in the market, permit the Bank to intensify its expansion plans at a time when talented bankers are becoming available in our market area, position the Company for potential acquisition opportunities, and provide the Company with capital for potential product line diversification activities in fee income products targeting business owners in our market area.” Edward J. Carpenter, Managing Partner of Carpenter, said “Manhattan Bancorp and its team are well known to us. We view Bank of Manhattan as a very well positioned new bank in California and look forward to supporting the company in its growth and expansion plans.”

The Transaction

Carpenter Fund Manager GP, LLC as general partner of Carpenter Community Bancfund, L.P., Carpenter Community Bancfund-A L.P., and Carpenter Community Bancfund-CA, L.P. purchased 1,500,000 shares of the Company’s common stock in two separate closings. The first closing occurred on June 12, 2008, when the Fund purchased 128,175 shares of common stock in the Company in a private placement that was equivalent to 4.9% of the Company’s post-closing outstanding common stock.  The second closing represents the balance of the 1,500,000 shares of the Company’s common stock purchased by the Fund following the receipt of all required regulatory approvals and the fulfillment of all other conditions precedent to closing set forth in the Stock Purchase Agreement.

In addition, the Company has granted the Fund “piggyback registration” rights on customary terms and conditions.  The Company has also granted the Fund demand registration rights on customary terms and conditions that may be exercised by the Fund not earlier than the fifth anniversary of the first closing date.

Manhattan Bancorp/Bank of Manhattan

Manhattan Bancorp, a bank holding company, operates Bank of Manhattan N.A., in El Segundo, California. 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. At September 30, 2008, Manhattan Bancorp reported total assets of $71.8 million, net loans outstanding of $48.0 million, and $47.1 in total deposits.  Additional information is available at www.BankManhattan.com.

FORWARD LOOKING STATEMENTS

Forward-Looking Statements Disclosure

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 the Company’s December 31, 2007 10-K/A, ITEM 1A. Risk Factors 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.