As filed with the Securities and Exchange Commission on November 12, 2014
Registration No. 333-158776
333-145279
333-132246
333-113016
333-111797
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT
TO
FORM S-3
REGISTRATION STATEMENTS
Under
THE SECURITIES ACT OF 1933
XRS CORPORATION
(Exact name of Registrant as specified in its charter)
Minnesota | 41-1641815 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
965 Prairie Center Drive
Eden Prairie, Minnesota, 55344
(952) 707-5600
(Address, including zip code, and telephone number, including area code, of Registrants principal executive offices)
Jordan Copland
Chief Financial Officer
XRS Corporation
965 Prairie Center Drive
Eden Prairie, Minnesota, 55344
(952) 707-5600
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies of Communications to:
Joshua L. Colburn
Faegre Baker Daniels LLP
2200 Wells Fargo Center
90 South Seventh Street
Minneapolis, MN 55402
Telephone: (612) 766-7000
Approximate date of commencement of proposed sale to the public: Not applicable.
If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ¨
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ¨
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ¨
If this Form is a post-effective amendment to a registration statement filed pursuant to General instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company.
Large accelerated filer | ¨ | Accelerated filer | ¨ | |||
Non-accelerated filer | ¨ | Smaller Reporting Company | x |
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment relates to the following registration statements of XRS Corporation (the Company), each originally filed on Form S-3 and as amended from time-to-time (collectively, the Registration Statements):
File No. |
Date Originally Filed with the SEC |
Shares of Common Stock |
||||
333-158776 |
April 24, 2009 | 1,762,616 | ||||
333-145279 |
August 9, 2007 | 2,036,554 | ||||
333-132246 |
March 7, 2006 | 1,644,036 | ||||
333-113016 |
February 23, 2004 | 425,000 | ||||
333-111797 |
January 9, 2004 | 2,864,851 |
On August 29, 2014, the Company entered into an Agreement and Plan of Merger (the Merger Agreement) with Amundsen Holdings, LLC (together with is successors and assigns, Parent) and Amundsen Merger Sub Corp. (together with is successors and assigns, Merger Sub), a wholly owned subsidiary of Parent. Pursuant to the Merger Agreement, on October 31, 2014, Merger Sub merged with and into the Company, and the Company continued as the surviving corporation and as a wholly-owned subsidiary of Parent (the Merger).
As a result of the Merger, the Company has terminated all offerings of its securities pursuant to its existing registration statements, including the Registration Statements. Accordingly, the Company is filing this Post-Effective Amendment to the Registration Statements pursuant to Rule 478 under the Securities Act of 1933, as amended, to hereby terminate the effectiveness of the Registration Statements, and in accordance with the undertakings made by the Company in the Registration Statements to remove from registration, by means of this Post-Effective Amendment, any of the securities that had been registered but remain unsold at the termination of the offering, the Company hereby removes from registration all such securities, if any. Each Registration Statement is hereby amended, as appropriate, to reflect the deregistration of all such securities.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has duly caused this Post-Effective Amendment to the Registration Statements on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Dallas, in the State of Texas, on November 11, 2014.
XRS CORPORATION | ||
By: | /s/ Jordan Copland | |
Name: | Jordan Copland | |
Title: | Chief Financial Officer |
No other person is required to sign this Post-Effective Amendment in reliance upon Rule 478 under the Securities Act of 1933, as amended.