##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 Form 10-K/A
 Amendment No. 1
 
 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
 SECURITIES EXCHANGE ACT OF 1934
 For the Fiscal Year Ended December 31, 2009
 Commission File Number 1-15799
 
 LADENBURG THALMANN FINANCIAL SERVICES INC.
 (Exact Name Of Registrant As Specified In Its Charter)
 Florida
    
    65-0701248(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification Number)
 4400 Biscayne Boulevard, 12th FloorMiami, Florida
    
    33137(Address of principal executive offices)
    
    (Zip Code)
 (212) 409-2000
 
 Securities registered pursuant to Section 12(b) of the Act:
 Title of each class
    
    Name of each exchange on which registeredCommon stock, par value $.0001 per share
    
    NYSE Amex
 Securities registered pursuant to Section 12(g) of the Act: None
 o þ
 o þ
 þ o
 þ
 o o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting companyþ(Do not check if a smaller reporting company)
 o þ
   Documents Incorporated By Reference:




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EXPLANATORY NOTE
   2




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##### 



LADENBURG THALMANN FINANCIAL SERVICES INC.
 Form 10-K
 TABLE OF CONTENTS
 PagePART IIIItem 10. Directors, Executive Officers and Corporate Governance
    
    
    4Item 11. Executive Compensation
    
    
    8Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
    
    
    15Item 13. Certain Relationships and Related Transactions, and Director Independence
    
    
    17Item 14. Principal Accounting Fees and Services
    
    
    19PART IVItem 15. Exhibits, Financial Statement Schedules
    
    
    20SIGNATURES
    
    
    23EX-31.1EX-31.2EX-32.1EX-32.2
  3




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PART III
 
 ITEM 10.
    
    DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
  Henry C. Beinstein,67
Director since 2001
    
    Mr. Beinstein has been a director of Vector
Group Ltd., a New York Stock Exchange listed
holding company, since 1994. Vector Group is
engaged principally in the tobacco business
through its Liggett Group LLC subsidiary and in
the real estate and investment business through
its New Valley LLC subsidiary. New Valley owns
50% of Douglas Elliman Realty, LLC, which
operates the largest residential brokerage
company in the New York metropolitan area. Mr.
Beinstein has been a director of Castle Brands
Inc., an NYSE Amex listed company which markets
and imports premium spirits, since January 2009.
Since January 2005, Mr. Beinstein has been a
partner of Gagnon Securities, LLC, a
broker-dealer and a FINRA member firm, and has
been a money manager and an analyst and
registered representative of such firm since
August 2002. Mr. Beinstein retired in August
2002 as the executive director of Schulte Roth &
Zabel LLP, a New York-based law firm, a position
he had held since August 1997. Before that, Mr.
Beinstein had served as the managing director of
Milbank, Tweed, Hadley & McCloy LLP, a New
York-based law firm, commencing in November
1995. From April 1985 through October 1995, Mr.
Beinstein was the executive director of
Proskauer Rose LLP, a New York-based law firm.
Mr. Beinstein is a certified public accountant
in New York and New Jersey and prior to joining
Proskauer was a partner and national director of
finance and administration at Coopers & Lybrand.
Mr. Beinstein previously served as a director of New Valley
Corporation. Mr. Beinsteins pertinent experience,
qualifications, attributes and skills include
financial literacy and expertise, managerial
experience through his years at Coopers &
Lybrand, Proskauer Rose LLP, Milbank, Tweed,
Hadley & McCloy LLP and Schulte Roth & Zabel
LLP, and the knowledge and experience he has
attained through his service as a director of
ours and other publicly traded corporations.Robert J. Eide, 57
Director since 2001
    
    Mr. Eide has been the chairman and chief
executive officer of Aegis Capital Corp., a
broker-dealer and a FINRA member firm, since
1984. Mr. Eide also serves as a director of
Nathans Famous, Inc., a chain of fast food
restaurants, and Vector Group. Mr. Eide has
been a member of the New York State Bar
Association since 1979. Mr. Eides pertinent
experience, qualifications, attributes and
skills include financial literacy and expertise,
industry knowledge, managerial experience, and
the knowledge and experience he has attained
through his service as a director of
publicly-traded corporations.
 4




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Phillip Frost, M.D., 73
Director since 2004
    
    Dr. Frost has served as chairman of our board of
directors since July 2006. He also served as a
member of our board of directors from May 2001
until July 2002. In March 2010, Dr. Frost was
named chairman of the board of Teva
Pharmaceutical Industries Ltd., a pharmaceutical
company, and had previously served as vice
chairman of the board of directors since January
2006. Since March 2007, he has served as
chairman of the board and chief executive
officer of OPKO Health, Inc., a specialty
healthcare company focused on the development of
agents for ophthalmic disease and diagnostic
imaging systems that complement OPKOs
therapeutic products. From 1972 to 1990, Dr.
Frost was the chairman of the Department of
Dermatology at Mt. Sinai Medical Center of
Greater Miami, Miami Beach, Florida. From 1972
to 1986, Dr. Frost was chairman of the board of
directors of Key Pharmaceuticals, Inc., and from
1987 to January 2006, he served as chairman of
the board of directors and chief executive
officer of IVAX Corporation. Dr. Frost also
serves as chairman of the board of directors of
PROLOR Biotech, Inc., a development stage
biopharmaceutical company. Dr. Frost is a
currently a director of Continucare Corporation,
a provider of outpatient healthcare services,
and Castle Brands Inc. He also serves as
Chairman of Temple Emanu-El, as a member of the
Board of Regents of the Smithsonian Institution,
as a director of the Florida Council of 100 and
as a trustee of each of the University of Miami,
the Scripps Research Institute, the Miami Jewish
Home for the Aged, and the Mount Sinai Medical
Center. Dr. Frost previously served as a
director for Northrop Grumman Corp., Ideation
Acquisition Corp., Protalix Bio Therapeutics,
Inc., and Cellular Technical Services Company,
Inc. (now SafeStitch Medical, Inc.), as chairman
of Ivax Diagnostics, Inc. and as governor and
co-vice-chairman of the American Stock Exchange
(now NYSE Amex). Dr. Frosts pertinent
experience, qualifications, attributes and
skills include financial literacy and expertise,
industry knowledge, managerial experience, and
the knowledge and experience he has attained
through his service as a director of
publicly-traded corporations.Brian S. Genson, 61
Director since 2004
    
    Mr. Genson has been president of Pole Position
Investments, a company engaged in the motor
sport business, since 1989. Mr. Genson also
serves as a managing director of
F1Collectors.com and F1 Action located in
Buntingford, England, which is engaged in
investing in the motor sport industry. Mr.
Genson was also responsible for introducing Ben
and Jerrys Ice Cream Company to the Japanese
market. Mr. Genson also serves as a director of
Nathans Famous. Mr. Gensons pertinent
experience, qualifications, attributes and
skills include managerial experience and
experience he has attained through his service
as a director of publicly-traded corporations.Saul Gilinski, 55
Director since 2006
    
    Mr. Gilinski has served as president and a
director of Osmopharm S.A., a Swiss-based
manufacturer of modified release pharmaceutical
active ingredients, since 1999. He has served as
the chairman of C.I. Farmacapsulas S.A., a
manufacturer of pharmaceutical capsules, since
1985. Since December 2003, Mr. Gilinski has
served as chairman of Capscanada Corporation, a
Canada-based manufacturer of pharmaceutical
capsules. Since 1994, he has served as chairman
of Ajix, Inc., a distribution import/export
company. He is also a director of Premier
Commercial Realty, Inc., a commercial property
developer in South Florida. Mr. Gilinskis
pertinent experience, qualifications, attributes
and skills include financial literacy and
expertise and managerial experience.Dr. Richard M. Krasno, 68
Director since 2006
    
    Dr. Krasno has served as the executive director
of the William R. Kenan, Jr. Charitable Trust
and as president of the four affiliated William
R. Kenan, Jr. Funds since October 1999. Prior to
joining the Trust, Dr. Krasno was the president
of the Monterey Institute of International
Studies in Monterey, California. From 1981 to
1998, he served as president and chief executive
officer of the Institute of International
Education in New York. He also served as Deputy
Assistant Secretary of Education in Washington,
D.C. from 1979 to 1980. Dr. Krasno previously served as a
director of IVAX Corporation. Dr. Krasnos pertinent
experience, qualifications, attributes and
skills include financial literacy and expertise
and managerial experience.Richard J. Lampen, 56
Director since 2002
    
    Mr. Lampen has been our president and chief
executive officer since September 2006. Since
July 1996, Mr. Lampen has served as executive
vice president of Vector Group. Since October
2008, Mr. Lampen has served as interim president
and chief executive officer and a director of
Castle Brands Inc. From October 1995 to
December 2005, Mr. Lampen served as the
executive vice president and general counsel of
New Valley, where he also served as a member of
its board of directors. Since January 1997, Mr.
Lampen has served as a director of CDSI Holdings
Inc., an affiliate of New Valley seeking
acquisitions or investments, and since November
1998 has been its president and chief executive
officer. From May 1992 to September 1995, Mr.
Lampen was a partner at Steel Hector & Davis, a
law firm in Miami, Florida. From January 1991 to
April 1992, Mr. Lampen was a managing director
at Salomon Brothers Inc, an investment bank, and
was an employee at Salomon Brothers from 1986 to
April 1992. Mr. Lampen has served as a director
of a number of other companies, including U.S.
Can Corporation, The International Bank of
Miami, N.A. and Specs Music Inc., as well as a
court-appointed independent director of Trump
Plaza Funding, Inc. Mr. Lampens pertinent
experience, qualifications, attributes and
skills include his knowledge and experience in
our company attained through his service as a
director of our company since 2002 and as
president and chief executive officer since
2006, his industry experience, his managerial
experience and the knowledge and experience he
has attained through his service as a director
of publicly-traded corporations.
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Howard M. Lorber, 61
Director since 2001
    
    Mr. Lorber has been vice chairman of our board
of directors since July 2006. Previously, Mr.
Lorber had been chairman of our board of
directors from May 2001 to July 2006. Mr. Lorber
has been president and chief executive officer
of Vector Group since January 2006 and has
served as a director of Vector Group since
January 2001. He served as president and chief
operating officer of Vector Group from January
2001 to December 2005. From November 1994 to
December 2005, Mr. Lorber served as president
and chief operating officer of New Valley, where
he also served as a director. Mr. Lorber was
chairman of the board of directors of Hallman &
Lorber Assoc. Inc., consultants and actuaries of
qualified pension and profit sharing plans, and
various of its affiliates from 1975 to December
2004 and has been a consultant to these entities
since January 2005; chief executive officer from
November 1993 to December 2006 and executive
chairman of the board of directors since January
2007 of Nathans Famous; and a director of
United Capital Corp., a real estate investment
and diversified manufacturing company, since May 1991. Mr. Lorber previously
served as a director of SP Acquisition Holdings, Inc. He is
also a trustee of Long Island University. Mr.
Lorbers pertinent experience, qualifications,
attributes and skills include managerial
experience, industry knowledge, financial
literacy and the knowledge and experience he has
attained through his service as a director and
chief executive officer of publicly-traded
corporations.Jeffrey S. Podell, 69
Director since 2004
    
    Mr. Podell has been the chairman of the board
and president of Newsote, Inc., a privately-held
holding company, since 1989. He also serves as a
director of Vector Group. Mr. Podell was a
member of the New York State Bar Association
from 1965 until March 2010. Mr. Podells
pertinent experience, qualifications, attributes
and skills include managerial experience,
financial literacy and the knowledge and
experience he has attained through his service
as a director of publicly-traded corporations.Richard J. Rosenstock, 57
Director since 1999
    
    From May 2001 until December 2002, Mr.
Rosenstock served as vice chairman of our board
of directors and from August 1999 until December
2002, served as our chief operating officer. He
also served as our president from August 1999
until May 2001. Since January 2003, Mr.
Rosenstock has been a registered representative
of Ladenburg Thalmann & Co. Inc., one of our
broker-dealer subsidiaries. Mr. Rosenstock was
affiliated with Ladenburg Capital Management
Inc., one of our subsidiaries, from 1986 until
December 2002, serving from May 2001 as
Ladenburg Capital Managements chief executive
officer. From January 1994 until May 1998, he
served as an executive vice president of
Ladenburg Capital Management and was its
president from May 1998 until November 2001.
Mr. Rosenstocks pertinent experience,
qualifications, attributes and skills include
his industry knowledge and the experience he has
attained through his service as a director of a
publicly-traded corporation.Mark Zeitchick, 45
Director since 1999
    
    Mr. Zeitchick has been our executive vice
president since September 2006. From August 1999
until December 2003, Mr. Zeitchick served as one
of our executive vice presidents. Mr. Zeitchick
has also been president and chief executive
officer of Ladenburg Thalmann & Co. Inc. since
September 2006 and a registered representative
with Ladenburg Thalmann & Co. Inc. since March
2001. Mr. Zeitchick has been Ladenburg Capital
Managements co-chairman since November 2001.
From September 1995 until November 2001, he was
an executive vice president of Ladenburg Capital
Management. From May 2001 until November 2001,
he served as chairman of Ladenburg Capital
Management, and became co-chairman in November
2001. Mr. Zeitchicks pertinent experience,
qualifications, attributes and skills include
managerial experience, industry knowledge and
the knowledge and experience he has attained
through his service as a director of a
publicly-traded corporation.
 Executive Officers
 6




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Brett Kaufman
 Section 16(a) Beneficial Ownership Reporting Compliance
  Code of Ethics
 http://ir.stockpr.com/ladenburg/governance-documents
 Corporate Governance
 Nominating Committee Information
  Audit Committee
  http://ir.stockpr.com/ladenburg/governance-documents
 
    
    reviewing and discussing with management and the independent auditor the annual audited
financial statements, and recommending to the board whether the audited financial statements
should be included in our Form 10-K;
    
    discussing with management and the independent auditor significant financial reporting
issues and judgments made in connection with the preparation of our financial statements;
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
    
    discussing with management and the independent auditor the effect on our financial
statements of (i) regulatory and accounting initiatives and (ii) off-balance sheet
structures;
    
    discussing with management major financial risk exposures and the steps management has taken
to monitor and control such exposures, including our risk assessment and risk management
policies;
    
    reviewing disclosures made to the audit committee by our chief executive officer and chief
financial officer during their certification process for our Form 10-K and Form 10-Q about
any significant deficiencies in the design or operation of internal controls or material
weaknesses therein and any fraud involving management or other employees who have a
significant role in our internal controls;
    
    verifying the rotation of the lead (or coordinating) audit partner having primary
responsibility for the audit and the audit partner responsible for reviewing the audit as
required by law;
    
    reviewing and approving all related-party transactions;
    
    inquiring and discussing with management our compliance with applicable laws and regulations;
    
    pre-approving all auditing services and permitted non-audit services to be performed by our
independent auditor, including the fees and terms of the services to be performed;
    
    appointing or replacing the independent auditor;
    
    determining the compensation and oversight of the work of the independent auditor (including
resolution of disagreements between management and the independent auditor regarding
financial reporting) for the purpose of preparing or issuing an audit report or related
work; and
    
    establishing procedures for the receipt, retention and treatment of complaints received by
us regarding accounting, internal accounting controls or reports which raise material issues
regarding our financial statements or accounting policies.
 Financial Expert on Audit Committee
  
 ITEM 11.
    
    EXECUTIVE COMPENSATION.
 Compensation Overview
   
    
    establishing the general compensation policy for our executive officers, including our chief executive officer;
    
    administering our Qualified Employee Stock Purchase Plan (QESPP), our Amended and Restated 1999 Performance
Equity Plan (1999 Plan) and our 2009 Incentive Compensation Plan (2009 Plan);
    
    determining who participates in these plans, establishing performance goals, if any, and determining specific
grants and awards to the participants.
  8




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
    
    a base salary, which is not anticipated to be the sole component of total annual cash
compensation;
    
    brokerage commissions, if the executive is a registered representative, with respect
to customer accounts for which such executive is the designated account representative;
    
    a discretionary cash bonus; and
    
    a stock option grant.
 Compensation Components
  Base Salary.
 Brokerage Commissions.
 Discretionary Cash Bonus
 Equity Awards.
 9




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Other Compensation.
 Risk Considerations in our Compensation Programs
  Tax Considerations
  Summary Compensation Table
  10




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Non-EquityOption
    
    
    Incentive Plan
    
    
    All OtherFiscal
    
    
    Salary
    
    
    Bonus
    
    
    Awards
    
    
    Compensation
    
    
    Compensation
    
    
    TotalName and Principal Position
    
    Period
    
    
    ($)
    
    
    ($)
    
    
    ($)(1)
    
    
    ($)
    
    
    ($)
    
    
    ($)Richard J. Lampen,
    
    
    2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    chief executive
officer and
    
    
    2008
    
    
    
    
    
    
    
    150,000
    
    
    
    591,480
    
    
    
    
    
    
    
    
    
    
    
    741,480president
(2)Mark Zeitchick,
executive vice
    
    
    2009
    
    
    
    250,000
    
    
    
    100,000
    
    
    
    
    
    
    
    
    
    
    
    205,929
    (3)
    
    
    555,929president; president
and
    
    
    2008
    
    
    
    250,000
    
    
    
    150,000
    
    
    
    591,480
    
    
    
    
    
    
    
    464,089
    (3)
    
    
    1,455,569chief executive
officer ofLadenburg Thalmann & Co.Inc.Brett H. Kaufman,
vice
    
    
    2009
    
    
    
    200,000
    
    
    
    100,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    300,000president and
chief
    
    
    2008
    (4)
    
    
    154,616
    
    
    
    100,000
    
    
    
    226,635
    
    
    
    
    
    
    
    54,116
    (5)
    
    
    535,367financial officer
 
 (1)
    
    Represents the aggregate grant date fair value of stock options granted for the year ended
December 31, 2008 as determined in accordance with FASB ASC Topic 718, rather than an amount paid to
or realized by the named executive officer. Assumptions used in the calculation of such amount are
included in note 15 to our audited financial statements for the year ended December 31, 2009 included
in our Original 10-K. The FASB ASC Topic 718 amounts from these grants may never be realized by the
named executive officer.(2)
    
    Does not include payments to Vector Group under the management services agreement with Vector Group
described under the caption Compensation Arrangements for Executive Officers below.(3)
    
    Represents commissions earned from customer accounts for which the individual is a designated account
representative ($199,031 in 2009 and $457,209 in 2008) and health and dental insurance premiums paid
by us.(4)
    
    Mr. Kaufman became a vice president in March 2008 and became our chief financial officer in April 2008.(5)
    
    Represents relocation expenses ($13,359), brokerage, legal and other fees in connection with the sale
of his house in New York ($30,635) and legal fees in connection with the negotiation of his employment
letter with us ($10,122). Compensation Arrangements for Executive Officers
    Grants of Plan-Based Awards
  11




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2009 Outstanding Equity Awards at Fiscal Year-End
  Option AwardsEquityIncentive PlanAwards:Number of
    
    Number of
    
    Number ofSecurities
    
    Securities
    
    SecuritiesUnderlying
    
    Underlying
    
    Underlying
    
    OptionUnexercised
    
    Unexercised
    
    Unexercised
    
    ExerciseOptions (#)
    
    Options (#)
    
    Unearned
    
    Price
    
    OptionName
    
    Exercisable
    
    Unexercisable
    
    Options (#)
    
    ($)
    
    Expiration DateRichard J. Lampen
    
    
    20,000
    
    
    
    0
    
    
    
    
    
    
    
    0.88
    
    
    
    01/09/201220,000
    
    
    
    0
    
    
    
    
    
    
    
    0.22
    
    
    
    11/14/201220,000
    
    
    
    0
    
    
    
    
    
    
    
    0.30
    
    
    
    09/16/201320,000
    
    
    
    0
    
    
    
    
    
    
    
    0.48
    
    
    
    03/02/2015450,000
    
    
    
    150,000
    (1)
    
    
    
    
    
    
    0.88
    
    
    
    07/17/201620,000
    
    
    
    0
    
    
    
    
    
    
    
    1.39
    
    
    
    11/05/201620,000
    
    
    
    0
    
    
    
    
    
    
    
    2.30
    
    
    
    06/28/2017300,000
    
    
    
    300,000
    (2)
    
    
    
    
    
    
    2.30
    
    
    
    07/25/2017150,000
    
    
    
    450,000
    (3)
    
    
    
    
    
    
    1.58
    
    
    
    10/30/2018Mark Zeitchick
    
    
    0
    
    
    
    0
    
    
    
    
    
    
    
    4.0625
    
    
    
    08/23/2009250,000
    
    
    
    0
    
    
    
    
    
    
    
    0.88
    
    
    
    01/09/2012125,000
    
    
    
    0
    
    
    
    
    
    
    
    1.01
    
    
    
    05/25/2014150,000
    
    
    
    0
    
    
    
    
    
    
    
    0.58
    
    
    
    08/17/2015450,000
    
    
    
    150,000
    (1)
    
    
    
    
    
    
    0.88
    
    
    
    07/17/2016300,000
    
    
    
    300,000
    (2)
    
    
    
    
    
    
    2.30
    
    
    
    07/25/2017150,000
    
    
    
    450,000
    (3)
    
    
    
    
    
    
    1.58
    
    
    
    10/30/2018Brett H. Kaufman
    
    
    37,500
    
    
    
    112,500
    (4)
    
    
    
    
    
    
    2.30
    
    
    
    03/24/2018
 
 (1)
    
    These options vest July 17, 2010.(2)
    
    These options vest in two equal annual installments beginning on July 25, 2010.(3)
    
    These options vest in three equal installments beginning on October 30, 2010.(4)
    
    These options vest in three equal annual installments beginning on March 25, 2010. Stock Options and Warrants Issued Outside of Equity Plans
  Qualified Employee Stock Purchase Plan
 st st st st st th th st
 12




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Potential Termination or Change in Control Payments
     
    
    Cause means: (i) conviction of, or the entry of a plea of guilty or nolo
contendere to, a felony, (ii) alcoholism or drug addiction which materially impairs
Mr. Kaufmans ability to perform his duties, (iii) continued, intentional and
willful failure to substantially and materially perform his material duties and
responsibilities after receipt of written notice and failure to cure within 30 days
of such notice, (iv) willful and deliberate misconduct that results, or is
reasonably likely to result, in material and demonstrative harm to us or our
subsidiaries or affiliates, or (v) substantial impairment from performing his duties
for a period of longer than 60 consecutive days or more than 120 days as a result of
an action taken by a regulatory body or self-regulatory agency.
    
    Disability means that Mr. Kaufman, as a result of incapacity due to physical or
mental illness, has been substantially unable to perform his normal duties for an
entire period of six consecutive months, and has not returned to the substantial
performance of his duties on a full-time basis within 30 days after written notice
of termination is given by us after such six-month period.
    
    Good Reason means: (i) a material diminution in duties or responsibilities, (ii)
failure to appoint or elect Mr. Kaufman as our vice president and chief financial
officer or his removal from such position, (iii) a reduction in his base salary,
(iv) relocation of his office to a location outside of Miami, FL (other than in
connection with travel necessary to perform his duties), or (v) a material breach by
us of his employment letter, an indemnification agreement between us or any equity
agreement between us, including, without limitation, the failure of any successor to
all or substantially all of our assets to assume our obligations under the
employment letter and the indemnification agreement.
 13




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Change-in-Control
    
    Death
    
    DisabilityName
    
    ($)
    
    ($)
    
    ($)Richard J. Lampen
    
    
    
    
    
    
    
    
    
    
    Mark Zeitchick
    
    
    2,250
    
    
    
    2,250
    
    
    
    2,250Brett H. Kaufman
    
    
    
    
    
    
    
    
    
    
    
 Director Compensation
   Fees Earned or
    
    Stock
    
    OptionPaid in Cash
    
    Awards
    
    Awards(1)
    
    TotalName
    
    ($)
    
    ($)
    
    ($)
    
    ($)Henry C. Beinstein
    
    
    46,500
    
    
    
    
    
    
    
    10,850
    
    
    
    57,350Robert J. Eide
    
    
    46,500
    
    
    
    
    
    
    
    10,850
    
    
    
    57,350Phillip Frost, M.D.
    
    
    123,000
    
    
    
    
    
    
    
    10,850
    
    
    
    133,850Brian S. Genson
    
    
    29,000
    
    
    
    
    
    
    
    10,850
    
    
    
    39,850Saul Gilinski
    
    
    33,500
    
    
    
    
    
    
    
    10,850
    
    
    
    44,350Howard M. Lorber
    
    
    24,000
    
    
    
    
    
    
    
    10,850
    
    
    
    34,850Dr. Richard M. Krasno
    
    
    34,500
    
    
    
    
    
    
    
    10,850
    
    
    
    45,350Jeffrey S. Podell
    
    
    36,000
    
    
    
    
    
    
    
    10,850
    
    
    
    46,850
 
 (1)
    
    Represents the aggregate grant date fair value of
stock options granted for the year ended December 31,
2009 as determined in accordance with FASB ASC Topic
718, rather than an amount paid to or realized by the
director. Assumptions used in the calculation of such
amount are included in note 15 to our audited
financial statements for the year ended December 31,
2009 included in our Original 10-K. The FASB ASC Topic
718 amounts from these grants may never be realized.
The aggregate number of outstanding option awards at
December 31, 2009 was as follows: Name
    
    Aggregate Number of Option AwardsHenry C. Beinstein
    
    
    160,000Robert J. Eide
    
    
    100,000Phillip Frost, M.D.
    
    
    3,120,000Brian S. Genson
    
    
    100,000Saul Gilinski
    
    
    80,000Howard M. Lorber
    
    
    1,060,000Dr. Richard M. Krasno
    
    
    80,000Jeffrey S. Podell
    
    
    100,000
 14




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##### Table of Contents



ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS.
 Share Ownership
  
    
    those persons or groups known to beneficially own more than 5% of our common stock,
    
    each of our directors,
    
    each executive officer named in the Summary Compensation Table above and
    
    all directors and executive officers as a group.
  Beneficial ownership of our common stockNumber ofName and Address of Beneficial Owner
    
    Shares
    
    PercentPhillip Frost, M.D. and related entities
    
    
    56,447,130
    (1)
    
    
    32.88
    %4400 Biscayne Boulevard, 15th Floor

Miami, Florida 33137New Valley LLC
    
    
    13,891,205
    (2)
    
    
    8.27
    %100 S.E. Second Street

Miami, FL 33131Howard M. Lorber
    
    
    3,781,674
    (3)
    
    
    2.24
    %Richard J. Rosenstock
    
    
    3,199,670
    (4)
    
    
    1.90
    %Mark Zeitchick
    
    
    3,157,900
    (5)
    
    
    1.86
    %Richard J. Lampen
    
    
    1,593,631
    (6)
    
    
    *Saul Gilinski
    
    
    1,073,600
    (7)
    
    
    *Dr. Richard M. Krasno
    
    
    275,500
    (8)
    
    
    *Henry C. Beinstein
    
    
    162,835
    (9)
    
    
    *Robert J. Eide
    
    
    154,386
    (10)
    
    
    *Jeffrey S. Podell
    
    
    122,013
    (11)
    
    
    *Brian S. Genson
    
    
    110,000
    (12)
    
    
    *Brett H. Kaufman
    
    
    90,000
    (13)
    
    
    *All directors and executive officers as a group (12 persons)
    
    
    84,059,544
    (14)
    
    
    41.77
    %
 
 *
    
    Less than 1 percent.(1)
    
    Represents (i) 9,683,699 shares of common stock held by Frost Gamma Investments Trust,
a trust organized under Florida law (Gamma Trust), (ii) 43,013,431 shares of common stock
held by Frost-Nevada Investments Trust (Nevada Trust), a trust organized under Florida
law, (iii) 1,750,000 shares of common stock issuable upon exercise of currently exercisable 15




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##### Table of Contents



options held by Dr. Frost and (iv) 2,000,000 shares of Common Stock issuable upon exercise
of currently exercisable warrants held by Nevada Trust. Dr. Frost is the sole trustee of
both Gamma Trust and Nevada Trust. As the sole trustee of Gamma Trust and Nevada Trust,
Dr. Frost may be deemed the beneficial owner of all shares owned by Gamma Trust and Nevada
Trust, respectively, by virtue of his power to vote or direct the vote of such shares or to
dispose or direct the disposition of such shares owned by such trusts. Accordingly, solely
for purposes of reporting beneficial ownership of such shares pursuant to Section 13(d) of
the Securities Exchange Act of 1934, each of Dr. Frost, Gamma Trust and Nevada Trust will
be deemed to be the beneficial owner of the shares held by any other such person. The
foregoing information was derived from a Schedule 13D filed with the SEC on December 9,
1997, as amended, as well as from information made known to us.(2)
    
    New Valley LLC is wholly-owned by Vector Group Ltd.(3)
    
    Represents (i) 2,669,580 shares of common stock held directly by Mr. Lorber,
(ii) 301,227 shares of common stock held by Lorber Epsilon 1999 Limited Partnership, a Delaware limited partnership, (iii) 220,800 shares
of common stock held by Lorber Alpha II Limited Partnership, a Nevada limited partnership,
(iv) 590,000 shares of common stock issuable upon exercise of currently exercisable options
held by Mr. Lorber and (v) 67 shares of common stock held of record by Citibank N.A. as
custodian for the benefit of Howard Lorber Rollover IRA. Mr. Lorber indirectly exercises sole
voting power and sole dispositive power over the shares of common stock held by the
partnerships. Lorber Epsilon 1999 LLC, a Delaware limited liability company, is the general
partner of Lorber Epsilon 1999 Limited Partnership. Lorber Alpha II Limited Partnership is
the sole member of, and Mr. Lorber is the manager of, Lorber Epsilon 1999 LLC. Lorber
Alpha II, Inc., a Nevada corporation, is the general partner of Lorber Alpha II Limited
Partnership. Mr. Lorber is the director, officer and principal stockholder of Lorber
Alpha II, Inc. Does not include (i) the shares of common stock beneficially owned by New
Valley LLC, of which Mr. Lorber serves as an executive officer and director of its parent,
Vector Group Ltd., and (ii) 590,824 shares of common stock held by the Lorber Charitable
Fund, a New York not-for-profit corporation, of which family members of Mr. Lorber serve as
directors and executive officers.(4)
    
    Represents (i) 243,562 shares of common stock held directly by Mr. Rosenstock,
(ii) 2,286,346 shares of common stock held of record by The Richard J. Rosenstock Revocable
Living Trust Dated 3/5/96, of which Mr. Rosenstock is the sole trustee and beneficiary,
(iii) 50,000 shares of common stock held of record by the NFS/FMTC Rollover IRA for the
benefit of Richard J. Rosenstock, (iv) 5,000 shares of common stock held of record by the
NFS/FMTC IRA for the benefit of Roni L. Rosenstock, Mr. Rosenstocks wife, (v) 5,000 shares
of common stock held of record by the NFS/FMTC IRA for the benefit of Richard J. Rosenstock
        ,(vi) 280,000 shares of common stock issuable upon exercise of currently exercisable
options held by Mr. Rosenstock and (vii) 329,762 shares of common stock issuable upon
exercise of currently exercisable warrants held by Roni L. Rosenstock.(5)
    
    Includes (i) 1,732,900 shares of common stock held of record by MZ Trading LLC, of
which Mr. Zeitchick is the sole managing member, (ii) 1,275,000 shares of common stock
issuable upon exercise of currently exercisable options held by MZ Trading and (iii)150,000
shares of common stock issuable upon exercise of currently exercisable options held by Mark
Zeitchick.(6)
    
    Includes 1,020,000 shares of common stock issuable upon exercise of currently
exercisable options held by Mr. Lampen. Does not include the shares of common stock
beneficially owned by New Valley LLC, of which Mr. Lampen serves as an executive officer of
its parent, Vector Group Ltd.(7)
    
    Includes 60,000 shares of common stock issuable upon exercise of currently exercisable
options held by Mr. Gilinski.(8)
    
    Includes 60,000 shares of common stock issuable upon exercise of currently exercisable
options held by Dr. Krasno.(9)
    
    Includes (i) 1,532 shares of common stock held of record in the individual retirement
account of Mr. Beinsteins spouse and (ii) 140,000 shares of common stock issuable upon
exercise of currently exercisable options held by Mr. Beinstein.(10)
    
    Includes 80,000 shares of common stock issuable upon exercise of currently exercisable
options held by Mr. Eide.(11)
    
    Includes 80,000 shares of common stock issuable upon exercise of currently exercisable
options held by Mr. Podell.(12)
    
    Includes 80,000 shares of common stock issuable upon exercise of currently exercisable
options held by Mr. Genson. 16




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##### Table of Contents



(13)
    
    Includes 75,000 shares of common stock issuable upon exercise of currently exercisable
options held by Mr. Kaufman.(14)
    
    Includes 7,969,762 shares of common stock issuable upon exercise of currently
exercisable options and warrants. Equity Compensation Plan Information
  Number of SecuritiesRemaining Available forFuture Issuance UnderNumber of Securities
    
    Weighted-Average
    
    Equity Compensationto be Issued Upon
    
    Exercise Price of
    
    PlansExercise of
    
    Outstanding
    
    (Excluding SecuritiesOutstanding Options,
    
    Options, Warrants
    
    Reflected in the FirstPlan Category
    
    Warrants and Rights
    
    and Rights
    
    Column)Equity
compensation plans
approved by
security holders
    
    
    15,257,290
    
    
    $
    1.46
    
    
    
    30,042,154
    (1)Equity compensation
plans not approved
by security holders
    
    
    12,664,000
    (2)(3)(4)(5)(6)
    
    $
    1.27
    
    
    
    
 
 (1)
    
    Consists of approximately 5,182,154 million shares available for future issuance under our 1999 Plan and 24,860,000 under the
2009 Plan.(2)
    
    Includes warrants to purchase 2,900,000 shares of our common stock at $0.96 per share, issued to acquire Capitalink, L.C.(3)
    
    Includes warrants to purchase 1,500,000 shares of our common stock at $0.94 per share, issued to acquire Broadwall
 Capital LLC.(4)
    
    Includes warrants to purchase 500,000 shares of our common stock at $0.95 per share, which we issued to acquire a 10%
 interest in the Florida Value Fund.(5)
    
    Includes warrants to purchase 2,000,000 shares of
our common stock at $1.91 per share, issued to an
affiliate of our chairman of the board and our
principal shareholder, under a credit agreement in
 connection with the Investacorp acquisition.(6)
    
    Includes non-plan options described below.     17




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##### Table of Contents



ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
 Related party policy
  
    
    the aggregate amount involved is expected to exceed $120,000 in any calendar year;
    
    we or any of our subsidiaries is a participant; and
    
    any (a) executive officer, director or director nominee, (b) five percent or greater
beneficial owner of our common stock, or (c) immediate family member, of the persons
listed in clauses (a) and (b), has or will have a material interest (other than solely
as a result of being a director or a less than 10 percent beneficial owner of another
entity).
   
    
    whether the transaction is on terms no less favorable to us than terms generally
available to us from an unaffiliated third-party under the same or similar circumstances;
and
    
    the extent of the related partys interest in the transaction.
  Related party transactions
     18




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##### Table of Contents



Independence of Directors
  
 ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.
 Fees to Independent Registered Public Accounting Firm for 2009 and 2008
  2009
    
    
    2008(in thousands)Audit fees
    
    $
    720
    
    
    $
    714Audit-Related fees
    
    
    
    
    
    
    27Tax fees
    
    
    
    
    
    
    17All other fees
    
    
    106
    
    
    
    80Total fees
    
    $
    826
    
    
    $
    838
 Audit Fees
 19




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##### Table of Contents



Audit-Related Fees
 Tax Fees
 All Other Fees
 Audit Committee Pre-Approval Policy
  
 PART IV
 
 ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
 EXHIBIT INDEX
 IncorporatedBy Referencefrom
    
    No. inExhibit No.
    
    Description
    
    Document
    
    Document3.1
    
    Articles of Incorporation
    
    A
    
    
    3.13.2
    
    Articles of Amendment to the Articles of Incorporation, dated August 24, 1999
    
    B
    
    
    3.23.3
    
    Articles of Amendment to the Articles of Incorporation, dated April 3, 2006
    
    C
    
    
    3.13.4
    
    Amended and Restated Bylaws
    
    D
    
    
    3.24.1
    
    Form of common stock certificate
    
    A
    
    
    4.14.2
    
    Credit Agreement, dated as of October 19, 2007, by and between the Company
and Frost Gamma Investments Trust, including the form of note thereto
    
    E
    
    
    4.14.3
    
    Amendment No. 1 to Credit Agreement by and between the Company and Frost
Nevada Investments Trust, as assignee, dated as of August 25, 2009
    
    V
    
    
    4.24.4
    
    Forgivable Loan Agreement, dated as of August 25, 2009, between the Company
and National Financial Services LLC. Certain Portions of this agreement have
been omitted under a request for confidential treatment pursuant to Rule
24b-2 of the Securities Exchange Act of 1934 and filed separately with the
United States Securities and Exchange Commission.
    
    V
    
    
    4.14.5
    
    Non-Negotiable Promissory Note, dated as of October 19, 2007, made by the
Company in favor of Bruce A. Zwigard
    
    E
    
    
    4.24.6
    
    Pledge Agreement, dated as of October 19, 2007, by and between the Company
and Bruce A. Zwigard
    
    E
    
    
    4.34.7
    
    Non-Negotiable Promissory Note, dated as of August 13, 2008, made by
Ladenburg Thalmann Financial Services Inc. in favor of Mark C. Mettelman and
Robert W. Bruderman as representatives of the shareholders of Triad
Advisors, Inc.
    
    U
    
    
    4.14.8
    
    Pledge Agreement, dated as of August 13, 2008, by and between Ladenburg
Thalmann Financial Services Inc. and Mark C. Mettelman and Robert W.
Bruderman as representatives of the shareholders of Triad Advisors, Inc.
    
    U
    
    
    4.210.1
    
    Amended and Restated 1999 Performance Equity Plan*
    
    F
    
    
    4.110.2
    
    2009 Incentive Compensation Plan.*
    
    W
    
    Exhibit A10.3
    
    Form of Stock Option Agreement, dated as of May 7, 2001, between the Company
and certain directors*
    
    G
    
    
    10.310.4
    
    Schedule of Stock Option Agreements in the form of Exhibit 10.3, including
material detail in which such documents differ from Exhibit 10.3*
    
    G
    
    
    10.3.110.5
    
    Stock Option Agreement, dated as of January 10, 2002, between the Company
and Richard J. Lampen*
    
    H
    
    
    10.2
 20




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##### Table of Contents



IncorporatedBy Referencefrom
    
    No. inExhibit No.
    
    Description
    
    Document
    
    Document10.6
    
    Form of Stock Option Agreement, dated January 10, 2002, between the Company
and each of Richard J. Rosenstock and Mark Zeitchick*
    
    H
    
    
    10.310.7
    
    Schedule of Stock Option Agreements in the form of Exhibit 10.6, including
material detail in which such documents differ from Exhibit 10.6*
    
    H
    
    
    10.3.110.8
    
    Ladenburg Thalmann Financial Services Inc. Qualified Employee Stock Purchase
Plan*
    
    I
    
    Exhibit A10.9
    
    Form of Stock Option Agreement, dated November 15, 2002, between the Company
and each of Bennett S. LeBow, Howard M. Lorber, Henry C. Beinstein, Robert
J. Eide and Richard J. Lampen*
    
    J
    
    
    10.4810.10
    
    Schedule of Stock Option Agreements in the form of Exhibit 10.9, including
material detail in which such documents differ from Exhibit 10.9*
    
    J
    
    
    10.48.110.11
    
    Form of Stock Option Agreement, dated September 17, 2003, between the
Company and each of Howard M. Lorber, Henry C. Beinstein and Richard J.
Lampen*
    
    K
    
    
    10.110.12
    
    Schedule of Stock Option Agreements in the form of Exhibit 10.11, including
material detail in which such documents differ from Exhibit 10.11*
    
    K
    
    
    10.1.110.13
    
    Office Lease dated March 30, 2007 between the Company and Frost Real Estate
Holdings, LLC
    
    L
    
    
    10.110.14
    
    Stock Option Agreement, dated July 13, 2006, issued to Dr. Phillip Frost*
    
    M
    
    
    10.210.15
    
    Warrant issued to BroadWall Capital LLC
    
    N
    
    
    10.110.16
    
    Form of Stock Option Agreement issued to employees of BroadWall
    
    N
    
    
    10.210.17
    
    Letter Agreement, dated September 14, 2006, between Ladenburg Thalmann
Financial Services Inc. and Vector Group Ltd. (Vector Agreement)
    
    O
    
    
    10.110.18
    
    First Amendment to Vector Agreement dated as of December 20, 2007
    
    P
    
    
    10.110.19
    
    Form of Warrant issued to the stockholders of Telluride Holdings, Inc.
    
    Q
    
    
    10.210.20
    
    Amendment to Employment Agreement between Ladenburg Thalmann Financial
Services Inc., Ladenburg Thalmann & Co. Inc. and Mark Zeitchick.*
    
    R
    
    
    10.310.21
    
    Stock Purchase Agreement, dated as of October 19, 2007, by and among
Ladenburg Thalmann Financial Services Inc., the Investacorp Companies, the
VIA Companies, Bruce A. Zwigard and the Bruce A. Zwigard Grantor Retained
Annuity Trust dated June 20, 2007
    
    E
    
    
    10.110.22
    
    Non-Plan Option Agreement, dated as of October 19, 2007, by and between
Ladenburg Thalmann Financial Services Inc. and Bruce A. Zwigard
    
    E
    
    
    10.210.23
    
    Warrant, dated as of October 19, 2007, issued to Frost Gamma Investments
Trust pursuant to Credit Agreement
    
    E
    
    
    10.310.24
    
    Employment Letter dated as of February 8, 2008 between Ladenburg Thalmann
Financial Services Inc. and Brett Kaufman*
    
    S
    
    
    10.110.25
    
    Agreement and Plan of Merger dated as of July 9, 2008 by and among Ladenburg
Thalmann Financial Services Inc., Triple Acquisition Inc., Triad Advisors,
Inc. and the shareholders of Triad Advisors, Inc.
    
    T
    
    
    2.121
    
    List of Subsidiaries
    
    X
    
    
    2123.1
    
    Consent of Eisner LLP
    
    X
    
    
    23.124
    
    Power of Attorney
    
    X
    
    
    Signature Page31.1
    
    Certification of Chief Executive Officer, Pursuant to 18 U.S.C. Section
1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
    
    **
    
    
    31.2
    
    Certification of Chief Financial Officer, Pursuant to 18 U.S.C. Section
1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
    
    **
    
    
    32.1
    
    Certification of Chief Executive Officer, Pursuant to 18 U.S.C. Section
1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
    
    **
    
    
    32.2
    
    Certification of Chief Financial Officer, Pursuant to 18 U.S.C. Section
1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
    
    **
    
    
    
 
 *
    
    Management Compensation Contract**
    
    Filed herewith 21




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##### Table of Contents



A.
    
    Registration statement on Form SB-2 (File No. 333-31001).B.
    
    Annual report on Form 10-K for the year ended August 24, 1999.C.
    
    Quarterly report on Form 10-Q for the quarter ended June 30, 2006.D.
    
    Current report on Form 8-K, dated September 20, 2007 and filed with the SEC on September 21, 2007.E.
    
    Current report on Form 8-K, dated October 19, 2007 and filed with the SEC on October 22, 2007.F.
    
    Registration statement on Form S-8 (File No. 333-139254).G.
    
    Quarterly report on Form 10-Q for the quarter ended June 30, 2001.H.
    
    Registration statement on Form S-3 (File No. 333-81964).I.
    
    Definitive proxy statement filed with the SEC on October 3, 2002 relating to the annual meeting
of shareholders held on November 6, 2002.J.
    
    Annual report on Form 10-K for the year ended December 31, 2002.K.
    
    Quarterly report on Form 10-Q for the quarter ended September 30, 2003.L.
    
    Current report on Form 8-K, dated March 30, 2007 and filed with the SEC on April 2, 2007.M.
    
    Current report on Form 8-K, dated July 10, 2006 and filed with the SEC on August 3, 2006.N.
    
    Current report on Form 8-K, dated September 11, 2006 and filed with the SEC on September 12, 2006.O.
    
    Current report on Form 8-K, dated September 21, 2006 and filed with the SEC on September 27, 2006.P.
    
    Current report on Form 8-K, dated December 20, 2007 and filed with the SEC on December 20, 2007.Q.
    
    Current report on Form 8-K, dated September 6, 2006 and filed with the SEC on September 7, 2006.R.
    
    Current report on Form 8-K/A dated September 6, 2006 and filed with the SEC on October 24, 2006.S.
    
    Current report on Form 8-K, dated March 27, 2008 and filed with the SEC on March 28, 2008.T.
    
    Current report on Form 8-K, dated July 9, 2008 and filed with the SEC on July 10, 2008.U.
    
    Current report on Form 8-K, dated August 13, 2008 and filed with the SEC on August 14, 2008.V.
    
    Quarterly report on Form 10-Q for the quarter ended September 30, 1009.W.
    
    Definitive proxy statement filed with the SEC on July 20, 2009 relating to the annual meeting of
shareholders held on August 27, 2009.X.
    
    Annual report on Form 10-K for the year ended
December 31, 2009. 22




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##### Table of Contents



SIGNATURES
  LADENBURG THALMANN FINANCIAL SERVICES INC.
(Registrant)
Dated: April 30, 2010By:
    /s/  Brett H. KaufmanName:
    Brett H. KaufmanTitle:
    Vice President and Chief Financial Officer 23