DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  02/27/2008

VARSITY GROUP INC

(Exact name of registrant as specified in its charter)

Commission File Number:  000-28977

DE	54-1876848
(State or other jurisdiction of	(IRS Employer
incorporation)	Identification No.)

2677 Prosperity Ave., Suite 250

Fairfax, VA 22031

(Address of principal executive offices, including zip code)

202.349.1242

(Registrant’s telephone number, including area code)

Former address:

1300 19th Street NW, 8th Floor Washington, DC 20036

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[X]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.    Entry into a Material Definitive Agreement

On February 27, 2008, Varsity Group Inc. (the "Company") announced the sale of its subsidiary, Campus Outfitters Group, LLC. The transaction is described in the attached press release filed as Exhibit 99.1, which is incorporated herein by reference.

This transaction has no effect on the transactions contemplated by the Agreement and Plan of Merger, dated February 22, 2008, by and among VGI Holdings Corp. ("Parent"), VGI Acquisition Corp., a wholly owned subsidiary of Parent ("Merger Sub"), and the Company.

Item 2.01.    Completion of Acquisition or Disposition of Assets

Please see Item 1.01 above.

The Company will file the financial statements required by Regulation S-X, if any, not later than seventy-one calendar days after the date that this Current Report on Form 8-K is filed.

Item 9.01.    Financial Statements and Exhibits

Signature(s)

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		VARSITY GROUP INC
Date: February 28, 2008	By:	/s/    John P. Griffin
		John P. Griffin
		Chief Accounting Officer and Vice President of Finance

Exhibit Index

Exhibit No.	Description
EX-99.1	Press release

EX-99.1 2 rrd197278_23516.htm PRESS RELEASE

Varsity Group Inc. Sells Uniform Retailer Campus Outfitters to SchoolOne.com, LLC

FAIRFAX, VA. February 27, 2008 -- Varsity Group Inc. (NasdaqCM:VSTY), a provider of online textbook sales and services to educational institutions nationwide, announced that today it has sold its subsidiary, Campus Outfitters Group, LLC, a retailer of private elementary, middle and high school uniforms, to SchoolOne.com, LLC, which provides IT services solutions to K-12 schools. In acquiring Campus Outfitters, SchoolOne paid Varsity $700,000 in the form of a release of debt obligations owed by Varsity to SchoolOne and also

assumed approximately $600,000 in current liabilities and approximately $2,000,000 in real estate lease obligations related to the business.

On February 25, Varsity announced that it had entered into a definitive merger agreement with a subsidiary of Follett Corporation. Pursuant to the agreement, Follett is to commence a tender offer to acquire all issued and outstanding shares of Varsity Group for $0.20 per share in cash. The sale of Campus Outfitters will not affect the pending transaction with Follett Corporation.

"As the principal IT services supplier for Campus Outfitters, we understand this business well and believe it has substantial growth opportunities," said Micki Tubbs, president and CEO of SchoolOne LLC). "It is a great brand with a terrific market presence. Our IT and management expertise, when combined with the strengths of Campus Outfitters, will enable us to more effectively service its current customers and grow the business."

About Varsity Group

Varsity Group Inc. is an outsource solution provider to education institutions nationwide. Under the brand Varsity Books, Varsity Group provides solutions that enable schools to focus on their core educational mission. Varsity Group's solutions include online textbook and school supply.

About SchoolOne

SchoolOne is a business unit of FIT Technologies, based in Cleveland, OH, which provides IT service solutions to K-12 schools and corporations. Founded in 1999, FIT is a woman-owned business of more than 120 employees, serving clients in Ohio, Michigan, Pennsylvania, Arizona, California, Colorado, Florida, Maryland and Washington, DC

Important Information for Investors

In connection with the tender offer, Varsity Group Inc. expects to file a solicitation/recommendation statement on Schedule 14D-9 with the SEC. In connection with the proposed merger, Varsity Group expects to file a proxy statement with the SEC, if required by law. Investors and security holders are strongly advised to read these documents when they become available because they will contain important information about the tender offer and the proposed merger. Free copies of materials filed by Varsity Group will be available at the SEC's web site at www.sec.gov, or at the Varsity Group web site at www.varsitygroup.com, and will also be available without charge, by directing a request to Varsity Group Inc. at 2677 Prosperity Ave., Suite 250, Fairfax, VA, 22031, attention Investor Relations. Varsity Group Inc. and its dir ectors, executive officers and other members of its management and employees may be deemed participants in the solicitation of tenders or proxies from its shareholders. Information concerning the interests of Varsity Group participants in the solicitation is set forth in Varsity Group's most recent proxy statement and other public filings with the SEC, and will be set forth in the proxy statement relating to any merger, if one is required to be filed, and in the solicitation/recommendation statement on Schedule 14D-9 when they become available.

The press release is for information only and is not an offer to buy or the solicitation of an offer to sell any securities. The solicitation and the offer to buy shares of Varsity Group Inc. common stock will only be made pursuant to a tender offer statement on Schedule TO, including an offer to purchase and other related materials, that VGI Acquisition Corp., a subsidiary of Follett Corporation, intends to file with the SEC. Once filed, Varsity Group shareholders should read those materials carefully prior to making any decisions with respect to the offer because they contain important information, including the terms and conditions of the offer. Once filed, Varsity Group shareholders will be able to obtain the tender statement on Schedule TO, the offer to purchase and related materials with respect to the offer free of charge at the SEC's web site at www.sec.gov, from the information agent named in the te nder offer materials, or from VGI Acquisition Corp.

Cautionary Statements

Statements in this release that are not statements of historical fact may include forward-looking statements. Any such forward-looking statements are subject to risks and uncertainties. Such forward-looking statements include statements concerning the completion of the transactions contemplated by the merger agreement, including the merger and the timing thereof and the business opportunities afforded by the merger. Important factors that may cause actual results to differ include: risks that could prevent or delay the closing of the transaction, including satisfaction of conditions to closing an acquisition transaction of this type, such as acceptance of the offer by holders of a sufficient number of shares of common stock of Varsity Group Inc. For a discussion of other risks facing Varsity Group's business, please refer to the documents filed by Varsity Group Inc. with the United States Securities and Exchange Commission from time to time.

# # #

Contact:

Varsity Group Inc.

Jim Craig

Chief Financial Officer

President and CEO

Jim.craig@varsitygroup.com

202-349-1231

2677 Prosperity Ave.

Suite 250

Fairfax, VA, 22031

SchoolOne.com, LLC

Micki Tubbs

President and CEO

mtubbs@fittechnologies.net

216-583-0733

The Idea Center Building
1375 Euclid Avenue
Suite 500
Cleveland, OH 44115

-----END PRIVACY-ENHANCED MESSAGE-----

EX-99.1

Varsity Group Inc. Sells Uniform Retailer Campus Outfitters to SchoolOne.com, LLC

FAIRFAX, VA. February 27, 2008 -- Varsity Group Inc. (NasdaqCM:VSTY), a provider of online textbook sales and services to educational institutions nationwide, announced that today it has sold its subsidiary, Campus Outfitters Group, LLC, a retailer of private elementary, middle and high school uniforms, to SchoolOne.com, LLC, which provides IT services solutions to K-12 schools. In acquiring Campus Outfitters, SchoolOne paid Varsity $700,000 in the form of a release of debt obligations owed by Varsity to SchoolOne and also

assumed approximately $600,000 in current liabilities and approximately $2,000,000 in real estate lease obligations related to the business.

On February 25, Varsity announced that it had entered into a definitive merger agreement with a subsidiary of Follett Corporation. Pursuant to the agreement, Follett is to commence a tender offer to acquire all issued and outstanding shares of Varsity Group for $0.20 per share in cash. The sale of Campus Outfitters will not affect the pending transaction with Follett Corporation.

"As the principal IT services supplier for Campus Outfitters, we understand this business well and believe it has substantial growth opportunities," said Micki Tubbs, president and CEO of SchoolOne LLC). "It is a great brand with a terrific market presence. Our IT and management expertise, when combined with the strengths of Campus Outfitters, will enable us to more effectively service its current customers and grow the business."

About Varsity Group

Varsity Group Inc. is an outsource solution provider to education institutions nationwide. Under the brand Varsity Books, Varsity Group provides solutions that enable schools to focus on their core educational mission. Varsity Group's solutions include online textbook and school supply.

About SchoolOne

SchoolOne is a business unit of FIT Technologies, based in Cleveland, OH, which provides IT service solutions to K-12 schools and corporations. Founded in 1999, FIT is a woman-owned business of more than 120 employees, serving clients in Ohio, Michigan, Pennsylvania, Arizona, California, Colorado, Florida, Maryland and Washington, DC

Important Information for Investors

In connection with the tender offer, Varsity Group Inc. expects to file a solicitation/recommendation statement on Schedule 14D-9 with the SEC. In connection with the proposed merger, Varsity Group expects to file a proxy statement with the SEC, if required by law. Investors and security holders are strongly advised to read these documents when they become available because they will contain important information about the tender offer and the proposed merger. Free copies of materials filed by Varsity Group will be available at the SEC's web site at www.sec.gov, or at the Varsity Group web site at www.varsitygroup.com, and will also be available without charge, by directing a request to Varsity Group Inc. at 2677 Prosperity Ave., Suite 250, Fairfax, VA, 22031, attention Investor Relations. Varsity Group Inc. and its dir ectors, executive officers and other members of its management and employees may be deemed participants in the solicitation of tenders or proxies from its shareholders. Information concerning the interests of Varsity Group participants in the solicitation is set forth in Varsity Group's most recent proxy statement and other public filings with the SEC, and will be set forth in the proxy statement relating to any merger, if one is required to be filed, and in the solicitation/recommendation statement on Schedule 14D-9 when they become available.

The press release is for information only and is not an offer to buy or the solicitation of an offer to sell any securities. The solicitation and the offer to buy shares of Varsity Group Inc. common stock will only be made pursuant to a tender offer statement on Schedule TO, including an offer to purchase and other related materials, that VGI Acquisition Corp., a subsidiary of Follett Corporation, intends to file with the SEC. Once filed, Varsity Group shareholders should read those materials carefully prior to making any decisions with respect to the offer because they contain important information, including the terms and conditions of the offer. Once filed, Varsity Group shareholders will be able to obtain the tender statement on Schedule TO, the offer to purchase and related materials with respect to the offer free of charge at the SEC's web site at www.sec.gov, from the information agent named in the te nder offer materials, or from VGI Acquisition Corp.

Cautionary Statements

Statements in this release that are not statements of historical fact may include forward-looking statements. Any such forward-looking statements are subject to risks and uncertainties. Such forward-looking statements include statements concerning the completion of the transactions contemplated by the merger agreement, including the merger and the timing thereof and the business opportunities afforded by the merger. Important factors that may cause actual results to differ include: risks that could prevent or delay the closing of the transaction, including satisfaction of conditions to closing an acquisition transaction of this type, such as acceptance of the offer by holders of a sufficient number of shares of common stock of Varsity Group Inc. For a discussion of other risks facing Varsity Group's business, please refer to the documents filed by Varsity Group Inc. with the United States Securities and Exchange Commission from time to time.

# # #

Contact:

Varsity Group Inc.

Jim Craig

Chief Financial Officer

President and CEO

Jim.craig@varsitygroup.com

202-349-1231

2677 Prosperity Ave.

Suite 250

Fairfax, VA, 22031

SchoolOne.com, LLC

Micki Tubbs

President and CEO

mtubbs@fittechnologies.net

216-583-0733

The Idea Center Building
1375 Euclid Avenue
Suite 500
Cleveland, OH 44115