As filed with the United States Securities and Exchange Commission on February 5, 2013
REGISTRATION STATEMENT NO. 333-179137
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
to
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Manhattan Bancorp
(Exact name of Registrant as specified in its charter)
California |
| 6021 |
| 20-5344927 |
2141 Rosecrans Avenue, Suite 1100
El Segundo, California 90245
(310) 606-8000
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Terry L. Robinson
Chief Executive Officer
2141 Rosecrans Avenue, Suite 1100
El Segundo, California 90245
(310) 606-8000
(Name, address, including zip code, and 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
Approximate date of commencement of proposed sale of the securities to the public: Not applicable
If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: o
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: o
If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: o
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 |
| Accelerated filer o |
| Non-accelerated filer o |
| Smaller reporting company x |
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If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) o
Exchange Act Rule 14d-1(d) (Cross Border Third-Party Tender Offer) o
THIS POST-EFFECTIVE AMENDMENT WILL BECOME EFFECTIVE IN ACCORDANCE WITH THE PROVISIONS OF SECTION 8(C) OF THE SECURITIES ACT OF 1933.
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 relates to the Registration Statement on Form S-4 (Registration Statement No. 333-179137) filed by Manhattan Bancorp (the “Registrant”) with the Securities and Exchange Commission on January 23, 2012 (as amended, the “Registration Statement”). The Registration Statement registered 9,848,020 shares of the Registrant’s common stock, no par value (“Common Stock”), for issuance by the Registrant in connection with the merger of Professional Business Bank with and into a wholly-owned subsidiary of the Registrant. The Registrant issued an aggregate of 8,195,469 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 1,652,551 shares of Common Stock that were registered but unsold under the Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-4 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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| By: | /s/ Terry L. Robinson |
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| 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-4 has been signed by the following persons in the capacities and on the dates indicated.
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J. Grant Couch, Jr. |
| Director, Chairman of the Board |
| February 5, 2013 |
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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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* |
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Chris W. Caras, Jr. |
| Director |
| February 5, 2013 |
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* |
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Harry W. Chenoweth |
| Director |
| February 5, 2013 |
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* |
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John D. Flemming |
| Director |
| February 5, 2013 |
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/s/ Gary C. Wallace |
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Gary C. Wallace |
| Director |
| February 5, 2013 |
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/s/ James B. Jones |
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James B. Jones |
| Director |
| February 5, 2013 |
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/s/ Louis P. Smaldino |
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Louis P. Smaldino |
| Director |
| February 5, 2013 |
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* |
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Stephen P. Yost |
| Director |
| February 5, 2013 |
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/s/ Michael A. Zoeller |
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Michael A. Zoeller |
| Director |
| February 5, 2013 |
* By: | /s/ Terry L. Robinson |
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| Terry L. Robinson, Attorney in Fact |
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