As filed with the Securities and Exchange Commission on January 22, 2009
Registration No. 33-61445
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
LEGG MASON, INC. | ||||||
(Exact Name of Registrant as Specified in its Charter) | ||||||
Maryland | 52-1200960 | |||||
(State or Other Jurisdiction | (IRS Employer | |||||
100 Light Street | ||||||
(Address, including zip code, of principal executive offices) | ||||||
Registrant's telephone number, including area code: | (410) 539-0000 | |||||
Legg Mason, Inc. Employee Stock Purchase Plan | ||||||
(Full title of the plan) | ||||||
Thomas P. Lemke | ||||||
(Name, address, including zip code, and telephone | ||||||
Copy to: | ||||||
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 filerþ | Accelerated filer¨ | Non-accelerated filer¨ | Smaller reporting company¨ | |||
DEREGISTRATION OF SECURITIES
On July 31, 1995, Legg Mason, Inc. (the "Registrant") filed a registration statement on Form S-8, File No. 33-61445 (the "Registration Statement"), with the Securities and Exchange Commission which registered 1,000,000 shares of the Registrant's common stock, $.10 par value ("Common Stock"), reserved for issuance under the Legg Mason, Inc. Employee Stock Purchase Plan (the "Plan").
This Post-Effective Amendment No. 1 is being filed to deregister all authorized shares of Common Stock reserved for issuance under the Plan that have not yet been issued under the Registration Statement.
Accordingly, the Registrant hereby deregisters the Common Stock that has not been and will not be issued under the Plan. Upon effectiveness hereof, no shares of Common Stock remain registered under the Registration Statement for issuance under the Plan.
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.
LEGG MASON, INC. | |||||
Date: January 22, 2009 | By: | /s/ Mark R. Fetting |
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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 date indicated.
Signature |
| Title |
| Date |
/s/ Mark R. Fetting |
| Chairman, President and | January 22, 2009 | |
/s/ Charles J. Daley, Jr. |
| Chief Financial Officer, Senior | January 22, 2009 | |
/s/ Harold L. Adams |
| Director | January 22, 2009 | |
/s/ Robert E. Angelica |
| Director | January 22, 2009 | |
/s/ Dennis R. Beresford |
| Director | January 22, 2009 | |
/s/ John E. Koerner III |
| Director | January 22, 2009 | |
/s/ Cheryl Gordon Krongard |
| Director | January 22, 2009 | |
/s/ Scott C. Nuttall |
| Director | January 22, 2009 | |
/s/ W. Allen Reed |
| Director | January 22, 2009 | |
/s/ Margaret Milner Richardson |
| Director | January 22, 2009 | |
/s/ Nicholas J. St. George |
| Director | January 22, 2009 | |
/s/ Roger W. Schipke |
| Director | January 22, 2009 | |
/s/ Kurt L. Schmoke |
| Director | January 22, 2009 | |
/s/ James E. Ukrop |
| Director | January 22, 2009 | |
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