As filed with the Securities and Exchange Commission on January 22, 2009
Registration No. 333-103472
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549POST-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
of Incorporation or Organization)(IRS Employer
Identification No.)100 Light Street
Baltimore, Maryland 21202(Address, including zip code, of principal executive offices)
Registrant's telephone number, including area code:
(410) 539-0000
Legg Mason Wood Walker, Incorporated
Producing Branch Manager Deferred Compensation Plan(Full title of the plan)
Thomas P. Lemke
Senior Vice President and General Counsel
Legg Mason, Inc.
100 Light Street
Baltimore, Maryland 21202
410-539-0000(Name, address, including zip code, and telephone
number, including area code, of agent for service)Copy to:
James S. Scott Sr., Esq.
Shearman & Sterling LLP
599 Lexington Avenue
New York, New York 10022
212-848-4000Indicate 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
þAccelerated filer ¨
Non-accelerated filer ¨
Smaller reporting company ¨
DEREGISTRATION OF SECURITIES
On February 27, 2003, Legg Mason, Inc. (the "Registrant") filed a registration statement on Form S-8, File No. 333-103472 (the "Registration Statement"), with the Securities and Exchange Commission which registered 100,000 shares of the Registrant's common stock, $.10 par value ("Common Stock"), reserved for issuance under the Legg Mason Wood Walker, Incorporated Producing Branch Manager Deferred Compensation 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.
LEGG MASON, INC.
(Registrant)Date: January 22, 2009
By:
/s/ Mark R. Fetting
Mark R. Fetting
Chairman, President and Chief
Executive Officer
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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
Mark R. Fetting
Chairman, President and
Chief Executive Officer
(Principal Executive Officer)January 22, 2009
/s/ Charles J. Daley, Jr.
Charles J. Daley, Jr.
Chief Financial Officer, Senior
Vice President and Treasurer
(Principal Financial and
Accounting Officer)January 22, 2009
/s/ Harold L. Adams
Harold L. Adams
Director
January 22, 2009
/s/ Robert E. Angelica
Robert E. Angelica
Director
January 22, 2009
/s/ Dennis R. Beresford
Dennis R. Beresford
Director
January 22, 2009
/s/ John E. Koerner III
John E. Koerner III
Director
January 22, 2009
/s/ Cheryl Gordon Krongard
Cheryl Gordon Krongard
Director
January 22, 2009
/s/ Scott C. Nuttall
Scott C. Nuttall
Director
January 22, 2009
/s/ W. Allen Reed
W. Allen Reed
Director
January 22, 2009
/s/ Margaret Milner Richardson
Margaret Milner Richardson
Director
January 22, 2009
/s/ Nicholas J. St. George
Nicholas J. St. George
Director
January 22, 2009
/s/ Roger W. Schipke
Roger W. Schipke
Director
January 22, 2009
/s/ Kurt L. Schmoke
Kurt L. Schmoke
Director
January 22, 2009
/s/ James E. Ukrop
James E. Ukrop
Director
January 22, 2009
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