Edgar Filing: LEGG MASON, INC.

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

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