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|   |   |   |   |   |

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|                          |
|--------------------------|
|                          |  |  |
|                     |   |   |
|                     |   |   |
| Minnesota                |   | 41-1641815 |
| (State of incorporation) |   | (I.R.S. Employer Identification No.) |
|                     | 965 Prairie Center Drive |   |
|                     | Eden Prairie, Minnesota, 55344 |   |
|                     | (Address of principal executive offices) |   |
|                     |   |   |
|                     | XRS Corporation 2007 Long-Term Incentive and Stock Option Plan |   |
|                     | (Full titles of the Plans) |   |
|                     |   |   |
|                     |   |   |
|                     | Michael W. Weber |   |
|                     | Chief Financial Officer |   |
|                     | XRS Corporation |   |
|                     | 965 Prairie Center Drive |   |
|                     | Eden Prairie, Minnesota, 55344 |   |
|                     | (952) 707-5600 |   |
|                     | (Name, address and telephone number of agent for service) |   |
|                     |   |   |
|                     |   |   |

|                                  |
|----------------------------------|
|                                  |  |  |  |
| Large Accelerated Filer        o |   | Accelerated Filer                         o |   |
| Non-Accelerated File           o |   | Smaller Reporting Company       þ |   |

|                                      |
|--------------------------------------|
|                                      |  |  |  |  |  |  |  |  |  |  |  |  |
| Title of Securities To Be Registered | Amount To Be Registered (1) | Proposed Maximum Offering PricePer Share (2) | Proposed Maximum AggregateOffering Price (2) | Amount of Registration Fee |
|                                 | Common Stock, $0.01 par value | 2,450,698 |  | $ | 2.945 |  | $ | 7,217,306 |  | $ | 929.59 |  |
| (1)                                  | Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement includes an indeterminate number of additional shares as may be issuable under the Plan referenced above as a result of a stock split, stock dividend or similar adjustment of the outstanding shares of Registrant’s common stock. |
| (2)                                  | Estimated solely for the purpose of determining the registration fee.  In accordance with Rule 457(c) and (h)(1) under the Securities Act, the proposed maximum offering price per share and proposed maximum aggregate offering price are calculated based on the average of the high and low sale prices per share of the Registrant’s common stock as quoted on the NASDAQ Capital Market on May 9, 2014. |

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|             |
|-------------|
|             |  |  |  |
| Exhibit No. |   | Description of Exhibits |
|        |   |   |   |
| 3.1         |   |   | Fourth Amended and Restated Articles of Incorporation, as amended through August 13, 2012 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission (“Commission”) on August 13, 2012). |
|        |   |   |   |
| 3.2         |   |   | Bylaws, as amended through August 13, 2012 (incorporated by reference to Exhibit 3.2 to the Registrant's Current Report on Form 8-K filed with the Commission on August 13, 2012). |
|        |   |   |   |
| 5           |   |   | Opinion of Faegre Baker Daniels LLP, counsel for the Registrant. |
|        |   |   |   |
| 23.1        |   |   | Consent of Faegre Baker Daniels LLP (included in Exhibit 5 to this Registration Statement). |
|        |   |   |   |
| 23.2        |   |   | Consent of Independent Registered Public Accounting Firm. |
|        |   |   |   |
| 24          |   |   | Powers of Attorney. |
|        |   |   |   |
| 99          |   |   | 2007 Long-Term Incentive and Stock Option Plan (As Amended and Restated February 4, 2009) (incorporated by reference to Appendix A to the Registrant’s Proxy Statement for its Annual Meeting of Shareholders filed with the Commission on December 22, 2008). |

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|        |
|--------|
|        |  |  |
|   |   | XRS Corporation |
|   |   |   |
|   | By: | /s/   Michael W. Weber |
|   |   | Michael W. Weber |
|   |   | Chief Financial Officer |

|        |
|--------|
|        |  |  |
|   | By: | /s/   John J. Coughlan |
|   |   | John J. Coughlan, Chairman and Chief Executive Officer |
|   |   | (Principal Executive Officer) |
|   |   |   |
|   | By: | /s/   Michael W. Weber |
|   |   | Michael W. Weber, Chief Financial Officer (Principal Financial |
|   |   | and Accounting Officer) |
|   |   |   |
|   | By: | /s/   Mark E. Claeys* |
|   |   | Mark E. Claeys, Director |
|   |   |   |
|   | By: | /s/   Donald R. Dixon* |
|   |   | Donald R. Dixon, Director |
|   |   |   |
|   | By: | /s/   Thomas G. Hudson* |
|   |   | Thomas G. Hudson, Director |
|   |   |   |
|   | By: | /s/   Christopher P. Marshall* |
|   |   | Christopher P. Marshall, Director |
|   |   |   |
|   | By: | /s/   Michael J. Paxton* |
|   |   | Michael J. Paxton, Director |
|   |   |   |
|   | By: | /s/   Karen T. Van Lith* |
|   |   | Karen T. Van Lith, Director |

|   |                                                                                                                                                                                                             |
|---|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| * | John J. Coughlan, by signing his name hereto, does hereby sign this document on behalf of each of the above-named directors of the Registrant pursuant to powers of attorney duly executed by such persons. |

|        |
|--------|
|        |  |  |
|   | By: | /s/   John J. Coughlan |
|   |   | John J. Coughlan |

----

|             |
|-------------|
|             |  |  |  |  |
| Exhibit No. |   | Description of Exhibits | Method of Filing |
|        |   |   |   |   |
| 3.1         |   |   | Fourth Amended and Restated Articles of Incorporation, as amended through August 13, 2012 | Incorporated by reference |
|        |   |   |   |   |
| 3.2         |   |   | Bylaws, as amended through August 13, 2012 | Incorporated by reference |
|        |   |   |   |   |
| 5           |   |   | Opinion of Faegre Baker Daniels LLP, counsel for the Registrant | Filed electronically |
|        |   |   |   |   |
| 23.1        |   |   | Consent of Faegre Baker Daniels LLP | Contained in Exhibit 5 to this Registration Statement |
|        |   |   |   |   |
| 23.2        |   |   | Consent of Grant Thornton LLP | Filed electronically |
|        |   |   |   |   |
| 24          |   |   | Powers of Attorney | Filed electronically |
|        |   |   |   |   |
| 99          |   |   | 2007 Long-Term Incentive and Stock Option Plan, as amended and restated February 4, 2009 | Incorporated by reference |