8-K 1 a09-30237_18k.htm 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): October 1, 2009

 

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 1.01  Entry into a Material Definitive Agreement

 

On October 1, 2009, Manhattan Bancorp (the “Company”), entered into a First Amendment to Operating Agreement of BOM Capital, LLC (formerly Bodi Capital, LLC) (“BOM”) with MBFS Holdings, Inc. (“MBFS”), and Bodi Advisors, Inc. (“Management Company”) (the “Amendment”).  A copy of the Amendment is set forth in Exhibit 99.1 hereto and incorporated by reference herein.  In addition, on October 1, 2009, BOM entered into employment agreements with each of Harold Hermelee, Tad Dahlke and Greg Jacobson with respect to their service as employees of BOM, copies of which employment agreements are annexed hereto as Exhibits 99.2, 99.3 and 99.4, respectively, and which agreements are incorporated by reference herein (the “BOM Employment Agreements”).  Each of the Amendment and the BOM Employment Agreements was entered into in connection with the closing of the transactions contemplated by that certain Membership Interest Purchase Agreement dated as of February 23, 2009 (the “Agreement”) by and among the Company, MBFS, Management Company and BOM, which agreement was joined in by Greg Jacobson, Harold Hermelee and Tad Dahlke (the “Purchase Agreement”).   The Purchase Agreement was described in the Company’s Form 8-K filed with the Securities and Exchange Commission on March 2, 2009.  See Item 8.01 below.

 

Item 8.01  Other Events

 

On October 1, 2009, Manhattan Bancorp (the “Company”) consummated the transactions contemplated by the Purchase Agreement, including the acquisition of a 70% ownership interest in BOM which it acquired indirectly through MBFS.  BOM will engage in a “riskless principal” securities trading business as permitted by Section 225.28(b)(7) of Regulation Y of the Rules and Regulations of the Federal Reserve Board.

 

A press release dated October 7, 2009 was issued with respect to the closing of the transactions contemplated by the Purchase Agreement, a copy of which is included as Exhibit 99.5 annexed hereto.

 

2


 

Item 9.01  Financial Statements and Exhibits

 

(d)  Exhibits

 

Exhibit No.

 

Description

 

 

 

99.1

 

First Amendment to Operating Agreement of BOM Capital, LLC dated October 1, 2009

 

 

 

99.2

 

Employment Agreement dated October 1, 2009 by and between BOM Capital, LLC and Harold Hermelee

 

 

 

99.3

 

Employment Agreement dated October 1, 2009 by and between BOM Capital, LLC and Tad Dahlke

 

 

 

99.4

 

Employment Agreement dated October 1, 2009 by and between BOM Capital, LLC and Greg Jacobson

 

 

 

99.5

 

Press release dated October 7, 2009

 

3


 

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: October 7, 2009

MANHATTAN BANCORP

 

 

 

 

 

By:

/s/ Dean Fletcher

 

 

Dean Fletcher,

 

 

Executive Vice President and

 

 

Chief Financial Officer

 

4


 

Exhibit Index

 

Exhibit No.

 

Exhibit Title

 

 

 

99.1

 

First Amendment to Operating Agreement of BOM Capital, LLC dated October 1, 2009

 

 

 

99.2

 

Employment Agreement dated October 1, 2009 by and between BOM Capital, LLC and Harold Hermelee

 

 

 

99.3

 

Employment Agreement dated October 1, 2009 by and between BOM Capital, LLC and Tad Dahlke

 

 

 

99.4

 

Employment Agreement dated October 1, 2009 by and between BOM Capital, LLC and Greg Jacobson

 

 

 

99.5

 

Press release dated October 7, 2009

 

5