s8POS_LMInc1988NonEmployeeDirectorOptionPlan_73195


As filed with the Securities and Exchange Commission on October 29, 2013
Registration No. 333-________
 
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 International Drive
Baltimore, Maryland 21202
 
 
 
(Address, including zip code, of principal executive offices)
 
Registrant's telephone number, including area code:
(410) 539-0000
 
 
 
 
 
 
Legg Mason, Inc. 1988 Non-Employee Director Option Plan
 
 
 
(Full title of the plan)
 
Thomas C. Merchant
Executive Vice President and General Counsel
Legg Mason, Inc.
100 International Drive
Baltimore, Maryland 21202
410-539-0000
 
 
 
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
 
 
 
 
 
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. 33-61441 (the "Registration Statement"), with the Securities and Exchange Commission which registered 125,000 shares of the Registrant's common stock, $.10 par value ("Common Stock"), reserved for issuance under the Legg Mason, Inc. 1988 Non-Employee Director Option 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, this Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing 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:  October 29, 2013
By:
/s/ Joseph A. Sullivan
Joseph A. Sullivan
President and Chief Executive Officer
(Principal Executive Officer)
 
 
 
October 29, 2013
 
/s/ Peter H. Nachtwey
Peter H. Nachtwey
Senior Executive Vice President and Chief Financial 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 date indicated.
Signature
   
Title
   
Date
 
 
 
 
 
/s/ Dennis M. Kass
Dennis M. Kass
   
Director and Chairman of the Board
 
October 29, 2013
 
 
 
 
 
/s/ Harold L. Adams
Harold L. Adams
   
Director
 
October 29, 2013
 
 
 
 
 
/s/ Robert E. Angelica
Robert E. Angelica
   
Director
 
October 29, 2013
 
 
 
 
 
/s/ John T. Cahill
John T. Cahill
   
Director
 
October 29, 2013
 
 
 
 
 
/s/ Barry W. Huff
Barry W. Huff
   
Director
 
October 29, 2013
 
 
 
 
 
/s/ John E. Koerner, III
John E. Koerner, III
   
Director
 
October 29, 2013
 
 
 
 
 
/s/ Cheryl Gordon Krongard
Cheryl Gordon Krongard
   
Director
 
October 29, 2013
 
 
 
 
 
/s/ John V. Murphy
John V. Murphy
   
Director
 
October 29, 2013
 
 
 
 
 
/s/ John H. Myers
John H. Myers
   
Director
 
October 29, 2013
 
 
 
 
 
/s/ Nelson Peltz
Nelson Peltz
   
Director
 
October 29, 2013
 
 
 
 
 
/s/ W. Allen Reed
W. Allen Reed
   
Director
 
October 29, 2013
 
 
 
 
 
/s/ Margaret Milner Richardson
Margaret Milner Richardson
   
Director
 
October 29, 2013
 
 
 
 
 
/s/ Kurt L. Schmoke
Kurt L. Schmoke
   
Director
 
October 29, 2013