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): April 28, 2011

MANHATTAN BANCORP

(Exact name of registrant as specified in its charter)

California	000-54116	20-5344927
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)

2141 Rosecrans Avenue, Suite 1160 El Segundo, California	90245
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:  (310) 606-8000

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 2.02Results of Operations and Financial Condition

On April 29, 2011, Manhattan Bancorp (the “Company”) issued a press release in which it released its financial condition as of March 31, 2011.  Also announced were the results of operations for the first quarter ended March 31, 2011.  A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.  The information furnished pursuant to Item 2.02 and Exhibit 99.1 of this Current Report on Form 8-K shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, except as expressly stated by specific reference in such filing.

Item 5.02.Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 28, 2011, the Company and Bank of Manhattan, N.A. (the “Bank”) entered into a First Amendment to Employment Agreement (the “Amendment”) with Terry L. Robinson, pursuant to which Mr. Robinson will continue to serve the Company and the Bank as President and Chief Executive Officer.  The Amendment amends the Employment Agreement dated November 23, 2010 (the “Employment Agreement”) to clarify the intention of the parties that if the Employment Agreement is terminated for Good Reason (as such term is defined in the Employment Agreement) by Mr. Robinson or without cause by the Company and/or the Bank, Mr. Robinson will receive separation pay equal to twelve months of his then current annual base salary, provided such separation occurs more than six months after the effective date of the Employment Agreement and that Mr. Robinson executes a waiver and release.

The foregoing summary is qualified in its entirety by reference to the complete text of the Amendment, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated herein by reference.

Item 9.01.Financial Statements and Exhibits.

(d)      Exhibits.

Exhibit No.	Description
10.1	First Amendment to Employment Agreement dated as of April 28, 2011, by and among Manhattan Bancorp, Bank of Manhattan, N.A., and Terry L. Robinson.
99.1	Press release dated April 29, 2011.

SIGNATURES

Pursuant to the requirements of the Securities 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
	(Registrant)
May 2, 2011	By:	/s/ DEAN FLETCHER
		Dean Fletcher
		Executive Vice President and Chief Financial Officer

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INDEX TO EXHIBITS

Exhibit No.	Description
10.1	First Amendment to Employment Agreement dated as of April 28, 2011, by and among Manhattan Bancorp, Bank of Manhattan, N.A., and Terry L. Robinson.
99.1	Press release dated April 29, 2011.

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EX-10.1

Exhibit 10.1

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

This First Amendment to Employment Agreement (this “Amendment”) is entered into this 28th day of April 2011, by and among Manhattan Bancorp (“MB”) and Bank of Manhattan, N.A. (the “Bank”) (collectively referred to as the “Company”) on the one hand, and Terry L. Robinson (“Employee”) on the other hand, on the basis of the following.

WHEREAS, MB, the Bank and Employee are parties to an Employment Agreement dated as of November 23, 2010 (the “Agreement”); and

WHEREAS, the parties desire to amend the Agreement as provided herein.

NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth, the sufficiency of which is acknowledged, the parties hereby agree as follows:

1.             Definitions.  Except as otherwise provided herein, capitalized terms used in this Amendment shall have the definitions set forth in the Agreement.

2.             Amendment.  Section 6(b)(ii) of the Agreement is hereby deleted in its entirety and the following is substituted in lieu thereof:

“(ii)         If Employee’s employment is terminated under this Section without Cause by the Company or for Good Reason by Employee, Employee shall be paid out his Base Salary through the date of termination, any accrued but unused vacation pay as of the date of termination, and any incurred but unreimbursed business expenses.  In addition, if Employee’s employment is terminated under this Section without Cause by the Company or for Good Reason by Employee at any time after the date which is six months after the Effective Date and Employee executes and does not revoke a waiver and release agreement in a form acceptable to the Company, and any period for revocation expires, all occurring no later than thirty-five (35) days following termination, then Employee shall be paid separation pay equivalent to an additional twelve (12) months of salary based upon the Employee’s then current annual Base Salary (“Separation Pay”).  The Separation Pay, less applicable state and federal withholdings, shall be paid in equal installments during a twelve month period on the Company’s regular payroll dates (commencing with the first payroll date that is more than ten days following termination).”

3.             Terms of Agreement.  Except as expressly modified hereby, all terms, conditions and provisions of the Agreement shall continue in full force and effect.

4.             Conflicting Terms.  In the event of any inconsistency or conflict between the Agreement and this Amendment, the terms, conditions and provisions of this Amendment shall govern and control.

5.             Entire Agreement.  This Amendment and the Agreement constitute the entire and exclusive agreement between the parties with respect to the subject matter hereof.  All previous discussions and agreements with respect to this subject matter are superseded by the

Agreement and this Amendment.  This Amendment may be executed in one or more counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument.  Facsimile counterparts shall be deemed to be originals.

IN WITNESS WHEREOF, this Agreement is executed as of the day and year first above written.

DATED: April 28, 2011	EMPLOYEE
	/s/ Terry L. Robinson
	TERRY L. ROBINSON
DATED: April 28, 2011	Bank of Manhattan, N.A.
	By:	/s/ Grant Couch
		Grant Couch, Chairman of the Board
DATED: April 28, 2011	Manhattan Bancorp
	By:	/s/ Grant Couch
		Grant Couch, Chairman of the Board

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EX-99.1

Exhibit 99.1

MANHATTAN BANCORP

Contact Information:
Terry L. Robinson	Dean Fletcher
President /Chief Executive Officer	Executive Vice President/Chief Financial Officer
Phone: (310) 606-8080	Phone: (310) 606-8000
Fax: (310) 606-8090	Fax: (310) 606-8090

MANHATTAN BANCORP REPORTS FINANCIAL RESULTS FOR FIRST QUARTER 2011

LOS ANGELES, CA — April 29, 2011 — Manhattan Bancorp (“Company”) (OTCBB: MNHN), the holding company of Bank of Manhattan, N. A. (“Bank”), and MBFS Holdings, Inc., which owns a majority interest in Banc of Manhattan Capital, LLC, announced today its financial results for the quarter ended March 31, 2011.  The Company reported a net loss of $1,540,000, or $.36 per share for the three months ended March 31, 2011, compared with losses of $1,314,000 and $1,241,000 for the fourth and first quarters of 2010, respectively.

FINANCIAL HIGHLIGHTS FOR THE QUARTER

·Total assets at March 31, 2011 were $146.0 million, a 8.6% increase from March 31, 2010

·Total deposits increased 15.5% during the previous year, to $116.7 million as of March 31, 2011

·Non-interest bearing deposits increased 55.2% during the previous year, to $47.8 million as of March 31, 2011

·Net loans outstanding were flat for the year, with $84.1 million outstanding as of March 31, 2011

·Credit quality remained strong with no past due loans, no non-performing loans and no Other Real Estate Owned.

·The Allowance for Loan and Lease Losses represented 2.33% of total outstanding loans as of March 31, 2011 compared with 2.10% and 1.74% of total outstanding loans as of December 31, 2010 and March 31, 2010, respectively

·The net interest margin expanded to 4.14% for the first quarter of 2011, compared to 3.99% for the first quarter of 2010

·Capital ratios for the Bank as of March 31, 2011 exceed the levels required to be considered “well-capitalized” under generally applicable regulatory guidelines (the highest level determined by the regulatory agencies), with a Total Risk-Based Capital Ratio of 23.0%,  a Tier 1 Risk-Based Capital Ratio of 21.8% and a Tier 1 Leverage Ratio of 15.4%.

President & Chief Executive Officer Terry L. Robinson stated “While we have reported a significant loss in this first quarter, it is not reflective of our long-term prospects.  During the past six months, we have invested heavily in building our Bank’s mortgage division, which has added expenses in advance of realizing any significant related revenue.  Also, loan production in both the mortgage and commercial divisions was affected by seasonal factors and declining loan demand throughout our industry.  Despite some headwinds, we foresee improving financial metrics beginning with the second quarter.”  “The Board remains optimistic regarding 2011. The Company benefits from excellent loan quality and a strong capital base.    We are making progress in integrating our core community bank, containing a retail mortgage division, with our mortgage-centric broker-dealer,” stated Board Chairman Grant Couch.

The Bank, which opened for business on August 15, 2007, is a full service bank headquartered in the South Bay area of Los Angeles, California.  The Bank’s primary focus is relationship banking and residential mortgages to entrepreneurs, family-owned and closely-held middle market businesses, real estate investors and professional service firms. The Company, through its wholly owned subsidiary, MBFS Holdings, Inc., also owns a majority interest in Manhattan Capital Markets LLC.  Manhattan Capital Markets LLC is a holding company for multiple wholly-owned subsidiaries, including BOM Capital LLC, a full service mortgage-centric broker/dealer. 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 the Company’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, 2010 10-K, ITEM 1A. Risk Factors filed with the Securities and Exchange Commission.  The Company 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.

Financial Data-Manhattan Bancorp and Subsidiaries

(Unaudited)

	Quarter Ended			Quarter Ended			Quarter Ended
	Mar 31,			Dec 31,			Mar 31,
(In thousands)	2011			2010			2010
Balance Sheet - At Period End
Cash and due from banks	$	2,857		$	1,846		$	2,052
Investments and Fed funds sold	54,303			55,491			43,288
Net loans	84,124			90,871			83,870
Other assets	4,675			4,740			5,150
Total Assets	$	145,959		$	152,948		$	134,360
Non-interest-bearing deposits	$	47,818		$	52,894		$	30,810
Interest-bearing deposits	68,838			69,351			70,211
Other borrowings	4,500			4,500			4,500
Other liabilities	1,963			1,873			1,555
Stockholders’ equity, including minority interest	22,840			24,330			27,284
Total Liabilities and Shareholders’ Equity	$	145,959		$	152,948		$	134,360
Income Statement
Interest income (not tax-equivalent)	$	1,498		$	1,639		$	1,576
Interest expense	217			228			289
Net interest income	1,281			1,411			1,287
Provision for loan losses	—			—			370
Net interest income after provision for loan losses	1,281			1,411			917
Non-interest income	2,109			1,878			1,744
Non-interest expense, including taxes	4,930			4,603			3,902
Net Loss, excluding minority interest	$	(1,540	)	$	(1,314	)	$	(1,241	)
Return on average assets	-4.46		%	-3.73		%	-3.90		%
Return on average equity	-25.15		%	-21.18		%	-19.16		%
Net interest margin	4.14		%	4.59		%	3.99		%
Per share:
Net loss -Manhattan Bancorp shareholders- basic	$	(0.36	)	$	(0.30	)	$	(0.33	)
Weighted average shares used	3,988			3,988			3,988
Book value per common share at period end	$	5.70		$	6.05		$	6.75
Ending shares	3,988			3,988			3,988
Assets Quality & Capital - At Period-End
Non-accrual loans	$	—		$	—		$	—
Loans past due 90 days or more	—			—			—
Other real estate owned	—			—			—
Total non-performing loans	$	—		$	—		$	—
Allowance for loan loss/total gross loans	2.33		%	2.10		%	1.74		%
Non-accrual loans /total gross loans	N/A			N/A			N/A
Non-performing assets to total assets	N/A			N/A			N/A