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
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, Inc. Employee Stock Purchase 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
212-848-4000

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 þ

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.
(Registrant)        

Date:  January 22, 2009

By:

/s/ Mark R. Fetting               
Mark R. Fetting
Chairman, President and Chief
Executive Officer

2

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

3