As filed with the Securities and Exchange Commission on November 7, 2001
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
LEGG MASON, INC.
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(Exact name of registrant as specified in its charter)
MARYLAND 52-1200960
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
100 Light Street, Baltimore, Maryland 21202
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(Address of Principal Executive Offices) (Zip Code)
LEGG MASON, INC. EMPLOYEE STOCK PURCHASE PLAN
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(Full Title of the Plan)
ROBERT F. PRICE, ESQUIRE
Senior Vice President, General Counsel and Secretary
Legg Mason, Inc.
100 Light Street
Baltimore, Maryland 21202
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(Name and address of agent for service)
(410) 539-0000
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(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Amount Maximum Maximum Amount of
Securities to to be Offering Price Aggregate Registration
be Registered Registered (1) Per Share (2) Offering Price Fee
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Common Stock 3,000,000 shs. $42.05 $126,150,000 $31,538
(.10 Par Value)
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(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended,
this Registration Statement also registers such indeterminate number of
additional shares as may be issuable under the Legg Mason, Inc.
Employee Stock Purchase Plan in connection with stock splits, stock
dividends or similar transactions.
(2) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(h). The proposed maximum offering price per share
is based upon the average of the high and low sale prices for Legg
Mason, Inc. common stock on the New York Stock Exchange on November 1,
2001.
PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information required by Part I is included in documents
sent or given to participants in the Legg Mason, Inc. Employee Stock Purchase
Plan (the "Plan") pursuant to Rule 428(b)(1). Such documents are not being filed
with the Securities and Exchange Commission (the "Commission") either as part of
this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
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The following documents filed by Legg Mason, Inc. (the
"Company") with the Commission are incorporated herein by reference and made a
part hereof:
(a) The Company's Annual Report on Form 10-K for the fiscal
year ended March 31, 2001.
(b) The Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 2001.
(c) The Company's Current Reports on Form 8-K dated May 30,
2001, May 31, 2001, June 1, 2001, June 26, 2001 and August 1, 2001.
(d) The description of the Company's common stock, $.10 par
value, contained in Amendment No. 5 to the Company's Application for
Registration on Form 8-A, filed February 23, 2001.
In addition to the foregoing, all documents subsequently filed
by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), prior to the filing of a
post-effective amendment indicating that all of the securities offered hereunder
have been sold or deregistering all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
part hereof from the date of filing of such documents. Any statement contained
in a document incorporated or deemed to be incorporated by reference in this
Registration Statement shall be deemed to be modified or superseded for purposes
of this Registration Statement to the extent that a statement contained herein
or in any subsequently filed document that also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
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Experts
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The consolidated financial statements and financial statement
schedules incorporated in this Registration Statement by reference to the Annual
Report on Form 10-K of the Company for the year ended March 31, 2001 and the
audited historical financial statements of Private Capital Management, Inc. for
the six months ended June 29, 2000 and of Private Capital Management, L.P. for
the six months ended December 31, 2000 incorporated in this Registration
Statement by reference to the Company's Current Report on Form 8-K dated August
1, 2001 have been so incorporated in reliance on the reports of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in accounting and auditing.
The statement of financial condition of Carnes Capital
Corporation as of December 31, 2000, and the related statements of income,
stockholder's equity, and cash flows for the year then ended, have been
incorporated by reference herein in reliance upon the report of KPMG LLP,
independent accountants, incorporated by reference herein, and upon the
authority of said firm as experts in accounting and auditing.
Item 4. Description of Securities.
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Not Applicable.
Item 5. Interests of Named Experts and Counsel.
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The validity of the shares of the Company's common stock
registered hereby have been passed upon for the Company by Robert F. Price,
Esq., the Company's General Counsel. Mr. Price beneficially owns, and has rights
to acquire under an employee benefit plan of the Company, an aggregate of less
than one percent of the common stock of the Company.
Item 6. Indemnification of Directors and Officers.
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Section 2-418 of the Maryland General Corporation Law
("Section 2-418") establishes provisions whereby a Maryland corporation may
indemnify any director or officer made a party to an action or proceeding by
reason of service in that capacity, against judgments, penalties, fines,
settlements and reasonable expenses incurred in connection with such action or
proceeding unless it is proved that the director or officer (i) acted or failed
to act in bad faith or with active and deliberate dishonesty, (ii) actually
received an improper personal benefit in money, property or services or (iii) in
the case of a criminal proceeding, had reasonable cause to believe that his act
or omission was unlawful. However, if the proceeding is a derivative suit in
favor of the corporation, indemnification may not be made if the individual is
adjudged to be liable to the corporation. In no case may indemnification be made
until a determination has been reached that the director or officer has met the
applicable standard of conduct. Indemnification for reasonable expenses is
mandatory if the director or officer has been successful on the merits or
otherwise in the defense of any action or proceeding covered by Section 2-418.
Section 2-418 also provides for indemnification of directors and officers by
court order. The indemnification provided or authorized in Section 2-418 does
not preclude a corporation from extending other rights (indemnification or
otherwise) to directors and officers.
The Registrant's By-Laws provide for indemnification of any
person who is serving or has served as a director or officer of the Registrant,
against all liabilities and expenses incurred in connection with any action,
suit or proceeding arising out of such service to the full extent permitted
under Maryland law.
The Registrant's officers and directors are insured against
certain liabilities under certain policies maintained by the Registrant with
aggregate maximum coverage of $35,000,000.
The foregoing summaries are subject to the complete text of
the statute, By-Laws and policies referred to above and are qualified in their
entirety by reference thereto.
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Item 7. Exemption from Registration Claimed.
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Not Applicable.
Item 8. Exhibits.
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Description of
Exhibit Number Document
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4.1 Legg Mason, Inc. Employee Stock Purchase
Plan (incorporated by reference to Appendix
C to the definitive proxy statement for the
Company's 2001 Annual Meeting of
Stockholders).
4.2 Articles of Incorporation of the Company, as
amended (incorporated by reference to Form
10-Q for the quarter ended September 30,
2000).
4.3 By-laws of the Company, as amended and
restated April 25, 1988 (incorporated by
reference to the Company's Annual Report on
Form 10-K for the year ended March 31,
1988).
5 Opinion of Robert F. Price, Esq., Senior
Vice President, General Counsel and
Secretary of the Registrant.
23.1 Consent of PricewaterhouseCoopers LLP,
independent accountants.
23.2 Consent of KPMG LLP, independent
accountants.
23.3 Consent of Robert F. Price, Esq. (included
in Exhibit 5).
24 Powers of Attorney of certain directors and
officers of the Registrant (included on
signature pages hereto).
The Plan is not intended to be qualified under Section 401 of
the Internal Revenue Code of 1986, as amended.
Item 9. Undertakings.
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(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933, as amended (the "Securities
Act");
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(ii) To reflect in the prospectus any facts or
events arising after the effective date of the Registration Statement (or the
most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
Registration Statement. Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20 percent
change in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration Statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the Registration
Statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act
that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any
liability under the Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference herein shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
The Registrant. 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 Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Baltimore, State of Maryland, on the
7th day of November, 2001.
LEGG MASON, INC.
By: /s/ Robert F. Price
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Robert F. Price
Senior Vice President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Raymond A. Mason, Richard J.
Himelfarb and Robert F. Price, and each of them, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them acting singly, full
power and authority to do and perform each and every act and thing necessary and
requisite to be done, as fully and to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them may lawfully do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ Raymond A. Mason Chairman of the Board, November 7, 2001
---------------------------- President and Chief
Raymond A. Mason Executive Officer
(Principal Executive Officer)
/s/ Thomas L. Souders Senior Vice President and November 7, 2001
----------------------------- Treasurer
Thomas L. Souders (Principal Financial and
Accounting Officer)
/s/ Harold L. Adams Director November 7, 2001
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Harold L. Adams
[SIGNATURES CONTINUED]
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[SIGNATURES CONTINUED]
/s/ James W. Brinkley Director November 7, 2001
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James W. Brinkley
/s/ Edmund J. Cashman, Jr. Director November 7, 2001
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Edmund J. Cashman, Jr.
/s/ Harry M. Ford, Jr. Director November 7 2001
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Harry M. Ford, Jr.
/s/ Richard J. Himelfarb Director November 7, 2001
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Richard J. Himelfarb
/s/ John E. Koerner, III Director November 7, 2001
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John E. Koerner, III
/s/ Edward I. O'Brien Director November 7, 2001
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Edward I. O'Brien
/s/ Peter F. O'Malley Director November 7, 2001
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Peter F. O'Malley
/s/ Nicholas J. St. George Director November 7, 2001
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Nicholas J. St. George
/s/ Roger W. Schipke Director November 7, 2001
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Roger W. Schipke
/s/ James E. Ukrop Director November 7, 2001
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James E. Ukrop
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EXHIBIT INDEX
Description of
Exhibit Number Document
4.1 Legg Mason, Inc. Employee Stock Purchase Plan
(incorporated by reference to Appendix C to the
definitive proxy statement for the Company's
2001 Annual Meeting of Stockholders).
4.2 Articles of Incorporation of the Company, as
amended (incorporated by reference to Form 10-Q
for the quarter ended September 30, 2000).
4.3 By-laws of the Company, as amended and restated
April 25, 1988 (incorporated by reference to
the Company's Annual Report on Form 10-K for
the year ended March 31, 1988).
5 Opinion of Robert F. Price, Esq., Senior Vice
President, General Counsel and Secretary of the
Registrant.
23.1 Consent of PricewaterhouseCoopers LLP,
independent accountants.
23.2 Consent of KPMG LLP, independent accountants.
23.3 Consent of Robert F. Price, Esq. (included in
Exhibit 5).
24 Powers of Attorney of certain directors and
officers of the Registrant (included on
signature pages hereto).
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