As filed with the United States Securities and Exchange Commission on February 5, 2013
REGISTRATION STATEMENT NO. 333-172453
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
to
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Manhattan Bancorp
(Exact name of Registrant as specified in its charter)
California |
| 20-5344927 |
2141 Rosecrans Avenue, Suite 1100
El Segundo, California 90245
(Address of Principal Executive Offices) (Zip Code)
Manhattan Bancorp 2007 Stock Option Plan
(Full title of the plan)
Terry L. Robinson
Chief Executive Officer
2141 Rosecrans Avenue, Suite 1100
El Segundo, California 90245
(Name and address of agent for service)
(310) 606-8000
(Telephone number, including area code, of agent for service)
With copies to:
Joshua A. Dean, Esq.
Bingham McCutchen LLP
600 Anton Boulevard, Suite 1800
Costa Mesa, California 92626
(714) 830-0617
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer o |
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| Smaller reporting company x |
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DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 relates to the Registration Statement on Form S-8 (Registration Statement No. 333-172453) filed by Manhattan Bancorp (the “Registrant”) with the Securities and Exchange Commission on February 25, 2011 (the “Registration Statement”). The Registration Statement registered 438,260 shares of the Registrant’s common stock, no par value (“Common Stock”), for issuance by the Registrant under the Manhattan Bancorp 2007 Stock Option Plan. The Registrant issued no shares of Common Stock under the Registration Statement.
In accordance with an undertaking made by the Registrant in the Registration Statement, the Registrant hereby amends the Registration Statement to deregister the 438,260 shares of Common Stock that were registered but unsold under the Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized in the City of El Segundo, State of California on the 5th day of February, 2013.
| MANHATTAN BANCORP | |
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| /s/ Terry L. Robinson |
| By: | Name: Terry L. Robinson |
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| Title: Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 has been signed by the following persons in the capacities and on the dates indicated.
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| Director, Chairman of the Board |
| February 5, 2013 |
J. Grant Couch, Jr. |
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/s/ Terry L. Robinson |
| Chief Executive Officer and Director |
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Terry L. Robinson |
| (Principal Executive Officer) |
| February 5, 2013 |
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/s/ Curt Christianssen |
| Interim Chief Financial Officer |
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Curt Christianssen |
| (Principal Financial and Accounting Officer) |
| February 5, 2013 |
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| Director |
| February 5, 2013 |
Chris W. Caras, Jr. |
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| Director |
| February 5, 2013 |
Harry W. Chenoweth |
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| Director |
| February 5, 2013 |
John D. Flemming |
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/s/ Gary C. Wallace |
| Director |
| February 5, 2013 |
Gary C. Wallace |
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/s/ James B. Jones |
| Director |
| February 5, 2013 |
James B. Jones |
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/s/ Louis P. Smaldino |
| Director |
| February 5, 2013 |
Louis P. Smaldino |
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| Director |
| February 5, 2013 |
Stephen P. Yost |
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/s/ Michael A. Zoeller |
| Director |
| February 5, 2013 |
Michael A. Zoeller |
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* By: | /s/ Terry L. Robinson |
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| Terry L. Robinson, Attorney in Fact |
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