<PAGE>   1
    As filed with the Securities and Exchange Commission on February 16, 2000
================================================================================
                                                    Registration No. 333-_______

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                          ----------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

                          ----------------------------
                              VARSITYBOOKS.COM INC.
             (Exact name of registrant as specified in its charter)

<TABLE>
<CAPTION>

           Delaware                                   54-1876848
           --------                                   ----------
<S>                                              <C>
(State or Other Jurisdiction of                    (I.R.S. Employer
Incorporation or Organization)                    Identification No.)
</TABLE>

                          2020 K Street, NW, 6th Floor
                             Washington, D.C. 20006
                                 (202) 667-3400
                    (Address of Principal Executive Offices)

                          ----------------------------

                              VarsityBooks.com Inc.
                          Employee Stock Purchase Plan
                            (Full Title of the Plan)

                          ----------------------------

                                  Eric J. Kuhn
                             Chief Executive Officer
                          2020 K Street, NW, 6th Floor
                             Washington, D.C. 20006
                     (Name and Address of Agent for Service)

                                 (202) 667-3400
          (Telephone Number, Including Area Code, of Agent for Service)

                          ----------------------------

                                   Copies to:
                             Andrew M. Tucker, Esq.
                                  Shaw Pittman
                            1676 International Drive
                                McLean, VA 22102
                                 (703) 790-7900

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------------
                                                             Proposed Maximum         Proposed Maximum              Amount Of
Title Of Securities To Be             Amount To Be          Aggregate Offering       Aggregate Offering            Registration
       Registered                      Registered             Price Per Share               Price                      Fee
---------------------------------------------------------------------------------------------------------------------------------

<S>                                    <C>                      <C>                     <C>                           <C>
Common Stock,                          500,000(1)               $10.00(2)               $5,000,000(2)                 $1320
$.0001 par value
per share
</TABLE>

 (1) THIS REGISTRATION STATEMENT SHALL ALSO COVER ANY ADDITIONAL SHARES OF
COMMON STOCK WHICH BECOME ISSUABLE UNDER THE VARSITYBOOKS.COM INC. EMPLOYEE
STOCK PURCHASE PLAN BY REASON OF ANY STOCK DIVIDEND, STOCK SPLIT,
RECAPITALIZATION OR OTHER SIMILAR TRANSACTION EFFECTED WITHOUT THE RECEIPT OF
CONSIDERATION WHICH RESULTS IN AN INCREASE IN THE NUMBER OF THE REGISTRANT'S
OUTSTANDING SHARES OF COMMON STOCK.

(2)  ESTIMATED SOLELY FOR THE PURPOSE OF CALCULATING THE REGISTRATION FEE
     PURSUANT TO RULE 457(h) UNDER THE SECURITIES ACT OF 1933, AS AMENDED.


<PAGE>   2


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.      PLAN INFORMATION*

ITEM 2.      REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*

----------------------

*    Information required in Part I of Form S-8 to be contained in a prospectus
     meeting the requirements of Section 10(a) of the Securities Act of 1933 is
     omitted from this Registration Statement in accordance with Rule 428 under
     the Securities Act of 1933 and the Note to Part I of Form S-8.



                                      2
<PAGE>   3



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

            The following documents, which are on file with the Securities and
Exchange Commission (the "Commission"), are incorporated herein by this
reference and made a part hereof:

            (a)     The description of the Registrant's Common Stock contained
                    in the Registrants' Registration Statement on Form 8-A filed
                    with the Commission on January 19, 2000 to register the
                    Common Stock of the Registrant under Section 12(g) of the
                    Exchange Act, including any amendment or report filed for
                    the purposes of updating such description.

            (b)     The Registrant's Registration Statement on Form S-1 (File
                    No. 333-89049)

            All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which de-registers all securities then remaining unsold shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
filing of such reports and documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

            Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

            Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 145 of the Delaware General Corporation Law permits a corporation
to include in its charter documents, and in agreements between the corporation
and its directors and officers, provisions expanding the scope of
indemnification beyond that specifically provided by the current law.

     Article 7 of the registrant's Eighth Amended and Restated Certificate of
Incorporation provides for the indemnification of directors to the fullest
extent permissible under Delaware law. A director of the Corporation will not be
personally liable to the Corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director, except for liability (i) for any
breach of the director's duty of loyalty to the Corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174 of the General
Corporation Law of the State of Delaware, or (iv) for any transaction from which
the director derived any improper personal benefit. If the General Corporation
Law of the State of Delaware is amended to authorize corporate action further
eliminating or limiting the personal liability of directors then the liability
of a director of the




                                       3
<PAGE>   4

Corporation shall be eliminated or limited to the fullest extent permitted by
the General Corporation Law of the State of Delaware as so amended.

     In addition, to the maximum extent permitted by Delaware law in effect from
time to time, the Corporation will indemnify and pay, or reimburse reasonable
expenses in advance of final disposition of a proceeding, to (a) any individual
who is a current or former director or officer of the Corporation or (b) any
individual who, while a director or officer of the Corporation and at the
request of the Corporation, serves or has served as a director, officer, partner
or trustee of another corporation, partnership, joint venture, trust, employee
benefit plan or any other enterprise from and against any claim or liability to
which such person may become subject or which such person may incur by reason of
his status as a present or former director or officer of the Corporation. To the
maximum extent permitted by Delaware law in effect from time to time, the
Corporation will, with the approval of the board of directors, provide such
indemnification and advancement of expenses to a person who served a predecessor
of the Corporation in any of the capacities described in (a) or (b) above and to
any employee or agent of the Corporation or a predecessor of the Corporation.

     Article 6 of the registrant's Amended and Restated Bylaws provides for the
indemnification of officers, directors and third parties acting on behalf of the
registrant to the fullest extent permissible under Delaware law, except that the
Registrant will indemnify such party in connection with a proceeding (or part
thereof) initiated by that party only if the proceeding (or part thereof) was
authorized by the Registrant's board of directors. The indemnification provided
under the Bylaws includes the right to be paid by the Registrant the expenses in
advance of any proceeding for which indemnification may be had in advance of its
final disposition, provided that the payment of such expenses in advance of any
proceeding for which indemnification may be had in advance of its final
disposition may be made only upon delivery to the Registrant of an undertaking
by or on behalf of the indemnified party to repay all amounts so advanced if it
shall ultimately be determined that such party is not entitled to be
indemnified. If a claim for indemnification is not paid by the Registrant within
sixty days after a written claim has been received by the Registrant, the
claimant may at any time thereafter bring suit against the Registrant to recover
the unpaid amount of the claim and, if successful in whole or in part, the
claimant will also be paid the expense of prosecuting such suit.

     In addition, the Bylaws grant the Registrant the authority to purchase and
maintain insurance on behalf of any person who is a director, officer, employee
or agent of the Registrant or another corporation, partnership, joint venture,
trust or other enterprise against any expense, liability or loss, whether or not
the Registrant would have the power to indemnify such person against such
expense, liability or loss under the General Corporation Law of the State of
Delaware.

     The Registrant has entered into Indemnification Agreements with each of its
directors and executive officers to indemnify them in the amount and under the
circumstances described above.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

            Not applicable.


                                       4
<PAGE>   5

ITEM 8.  EXHIBITS.

<TABLE>
<CAPTION>
 EXHIBIT
   NO.                         DESCRIPTION
-----------                   ---------------------------------------------------------------------------------
<S>                           <C>
 4.1                           Specimen Certificate of the Registrant's Common Stock (incorporated by reference
                               hereto to Exhibit 4.1 of the Company's Registration Statement on Form S-1/A, File
                               No. 333-89049).

 4.2                           Fourth Amended and Restated Investor Rights Agreement (incorporated by
                               reference hereto to Exhibit 4.2 to the Company's Registration Statement on Form
                               S-1/A, File No. 333-89049).

 4.3                           Registration Rights Agreement with Campus Pipeline dated as of April 27, 1999
                               (incorporated by reference hereto to Exhibit 4.3 to the Company's Registration
                               Statement on Form S-1/A, File No. 333-89049).

 4.4                           Employee Stock Purchase Plan (incorporated by reference hereto to Exhibit 10.11
                               to the Company's Registration Statement on Form S-1/A, File No. 333-89049).

 5.1                           Opinion of Shaw Pittman, counsel to Registrant.

 23.1                          Consent of Shaw Pittman, counsel to Registrant (included in Exhibit 5.1 hereto).
</TABLE>





                                       5
<PAGE>   6





ITEM 9.  UNDERTAKINGS.

         (a)     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;

                          (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 there) which,
                                  individually or the aggregate, represents a
                                  fundamental change in the information set
                                  forth in the 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 statements;

                 (2)      That, for the purpose of determining any liability
                          under the Securities Act of 1933, 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 securities which remain
                          unsold at the termination of the offering.





                                       6
<PAGE>   7





         (b)     Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the registrant's
annual report filed pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act
of 1934) that is incorporated by reference in the registration statement 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 of 1933 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 Securities and
                 Exchange Commission such indemnification is against public
                 policy as expressed in the 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 Act and will be governed by the final adjudication of such
                 issue.





                                       7
<PAGE>   8




                                   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 Washington, D.C., on this 16th day
of February, 2000.

                              VARSITYBOOKS.COM INC.
                              (Registrant)


                               /s/ ERIC J. KUHN
                              -------------------------
                              Eric J. Kuhn
                              President, Chairman of the Board of Directors
                              and Chief Executive Officer




                               POWER OF ATTORNEY

         We, the undersigned directors and/or officers of VarsityBooks.com
Inc., hereby severally constitute and appoint Eric J.  Kuhn, President and
Chief Executive Officer, and Timothy J. Levy, Chairman of the Board, and each
of them individually, with fully powers of substitution and resubstitution, our
true and lawful attorneys, with full powers to them and each of them to sign
for us, in our names and in the capacities indicated below, the registration
statement on Form S-8 filed with the Securities and Exchange Commission, and
any or all amendments to said registration statement (including post-effective
amendments), and to file or cause to be filed 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 the full
power and authority to do and perform each and every act and thing requisite
and necessary to be done in and about the foregoing, as to all intents and
purposes as each of them might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

         Pursuant to the requirements on the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
            Name                                       Title                                Date
            ----                                       -----                                ----
<S>                                      <C>                                               <C>
 /s/ ERIC J. KUHN                         President, Chairman of the Board of               February 16, 2000
 -------------------------                Directors and Chief Executive Officer
 Eric J. Kuhn                             (Principal Executive Officer)


 /s/ TIMOTHY J. LEVY                      Executive Vice President, Development and         February 16, 2000
 ------------------------                 Director
 Timothy J. Levy
</TABLE>





                                       8
<PAGE>   9




<TABLE>
 <S>                                      <C>                                               <C>
 /s/ RICHARD HOZIK                        Chief Financial Officer and Director              February 16, 2000
 -------------------------                (Principal Financial and Accounting Officer)
 Richard Hozik


 /s/ JONATHAN N. GRAYER                   Director                                          February 16, 2000
 --------------------------
 Jonathan N. Grayer

 /s/ ALLEN L. MORGAN                      Director                                          February 16, 2000
 -----------------------
 Allen L. Morgan


 /s/ ANDREW J. OLESZCZUK                  Director                                          February 16, 2000
 -------------------------
 Andrew J. Oleszczuk


 /s/ GENE RIECHERS                        Director                                          February 16, 2000
 ----------------------------
 Gene Riechers

 /s/ JAMES S. ULSAMER                     Director                                          February 16, 2000
 -----------------------------
 James S. Ulsamer
</TABLE>






                                       9
<PAGE>   10


ITEM 8.  EXHIBITS.

<TABLE>
<CAPTION>
 EXHIBIT
   NO.                         DESCRIPTION
-----------                   ---------------------------------------------------------------------------------
<S>                           <C>
 4.1                           Specimen Certificate of the Registrant's Common Stock (incorporated by reference
                               hereto to Exhibit 4.1 of the Company's Registration Statement on Form S-1/A, File
                               No. 333-89049).

 4.2                           Fourth Amended and Restated Investor Rights Agreement (incorporated by
                               reference hereto to Exhibit 4.2 to the Company's Registration Statement on Form
                               S-1/A, File No. 333-89049).

 4.3                           Registration Rights Agreement with Campus Pipeline dated as of April 27, 1999
                               (incorporated by reference hereto to Exhibit 4.3 to the Company's Registration
                               Statement on Form S-1/A, File No. 333-89049).

 4.4                           Employee Stock Purchase Plan (incorporated by reference hereto to Exhibit 10.11
                               to the Company's Registration Statement on Form S-1/A, File No. 333-89049).

 5.1                           Opinion of Shaw Pittman, counsel to Registrant.

 23.1                          Consent of Shaw Pittman, counsel to Registrant (included in Exhibit 5.1 hereto).
</TABLE>





                                       10
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{"company-data": {"conformed-name": "VARSITYBOOKS COM INC", "cik": "0001069502", "assigned-sic": "7389", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-30552", "film-number": "547785"}, "business-address": {"street1": "1606 20TH ST NW", "street2": "SUITE 1", "city": "WASHINGTON", "state": "DC", "zip": "20009"}}
1
    As filed with the Securities and Exchange Commission on February 16, 2000
================================================================================
                                                    Registration No. 333-_______

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                          ----------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

                          ----------------------------
                              VARSITYBOOKS.COM INC.
             (Exact name of registrant as specified in its charter)
Delaware                                   54-1876848
           --------                                   ----------
(State or Other Jurisdiction of                    (I.R.S. Employer
Incorporation or Organization)                    Identification No.)
2020 K Street, NW, 6th Floor
                             Washington, D.C. 20006
                                 (202) 667-3400
                    (Address of Principal Executive Offices)

                          ----------------------------

                              VarsityBooks.com Inc.
                          Employee Stock Purchase Plan
                            (Full Title of the Plan)

                          ----------------------------

                                  Eric J. Kuhn
                             Chief Executive Officer
                          2020 K Street, NW, 6th Floor
                             Washington, D.C. 20006
                     (Name and Address of Agent for Service)

                                 (202) 667-3400
          (Telephone Number, Including Area Code, of Agent for Service)

                          ----------------------------

                                   Copies to:
                             Andrew M. Tucker, Esq.
                                  Shaw Pittman
                            1676 International Drive
                                McLean, VA 22102
                                 (703) 790-7900

                         CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------------------------
                                                             Proposed Maximum         Proposed Maximum              Amount Of
Title Of Securities To Be             Amount To Be          Aggregate Offering       Aggregate Offering            Registration
       Registered                      Registered             Price Per Share               Price                      Fee
---------------------------------------------------------------------------------------------------------------------------------
Common Stock,                          500,000(1)               $10.00(2)               $5,000,000(2)                 $1320
$.0001 par value
per share
(1) THIS REGISTRATION STATEMENT SHALL ALSO COVER ANY ADDITIONAL SHARES OF
COMMON STOCK WHICH BECOME ISSUABLE UNDER THE VARSITYBOOKS.COM INC. EMPLOYEE
STOCK PURCHASE PLAN BY REASON OF ANY STOCK DIVIDEND, STOCK SPLIT,
RECAPITALIZATION OR OTHER SIMILAR TRANSACTION EFFECTED WITHOUT THE RECEIPT OF
CONSIDERATION WHICH RESULTS IN AN INCREASE IN THE NUMBER OF THE REGISTRANT'S
OUTSTANDING SHARES OF COMMON STOCK.

(2)  ESTIMATED SOLELY FOR THE PURPOSE OF CALCULATING THE REGISTRATION FEE
     PURSUANT TO RULE 457(h) UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
2

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.      PLAN INFORMATION*

ITEM 2.      REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*

----------------------

*    Information required in Part I of Form S-8 to be contained in a prospectus
     meeting the requirements of Section 10(a) of the Securities Act of 1933 is
     omitted from this Registration Statement in accordance with Rule 428 under
     the Securities Act of 1933 and the Note to Part I of Form S-8.

                                      2
3

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

            The following documents, which are on file with the Securities and
Exchange Commission (the "Commission"), are incorporated herein by this
reference and made a part hereof:

            (a)     The description of the Registrant's Common Stock contained
                    in the Registrants' Registration Statement on Form 8-A filed
                    with the Commission on January 19, 2000 to register the
                    Common Stock of the Registrant under Section 12(g) of the
                    Exchange Act, including any amendment or report filed for
                    the purposes of updating such description.

            (b)     The Registrant's Registration Statement on Form S-1 (File
                    No. 333-89049)

            All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which de-registers all securities then remaining unsold shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
filing of such reports and documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

            Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

            Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 145 of the Delaware General Corporation Law permits a corporation
to include in its charter documents, and in agreements between the corporation
and its directors and officers, provisions expanding the scope of
indemnification beyond that specifically provided by the current law.

     Article 7 of the registrant's Eighth Amended and Restated Certificate of
Incorporation provides for the indemnification of directors to the fullest
extent permissible under Delaware law. A director of the Corporation will not be
personally liable to the Corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director, except for liability (i) for any
breach of the director's duty of loyalty to the Corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174 of the General
Corporation Law of the State of Delaware, or (iv) for any transaction from which
the director derived any improper personal benefit. If the General Corporation
Law of the State of Delaware is amended to authorize corporate action further
eliminating or limiting the personal liability of directors then the liability
of a director of the

                                       3
4

Corporation shall be eliminated or limited to the fullest extent permitted by
the General Corporation Law of the State of Delaware as so amended.

     In addition, to the maximum extent permitted by Delaware law in effect from
time to time, the Corporation will indemnify and pay, or reimburse reasonable
expenses in advance of final disposition of a proceeding, to (a) any individual
who is a current or former director or officer of the Corporation or (b) any
individual who, while a director or officer of the Corporation and at the
request of the Corporation, serves or has served as a director, officer, partner
or trustee of another corporation, partnership, joint venture, trust, employee
benefit plan or any other enterprise from and against any claim or liability to
which such person may become subject or which such person may incur by reason of
his status as a present or former director or officer of the Corporation. To the
maximum extent permitted by Delaware law in effect from time to time, the
Corporation will, with the approval of the board of directors, provide such
indemnification and advancement of expenses to a person who served a predecessor
of the Corporation in any of the capacities described in (a) or (b) above and to
any employee or agent of the Corporation or a predecessor of the Corporation.

     Article 6 of the registrant's Amended and Restated Bylaws provides for the
indemnification of officers, directors and third parties acting on behalf of the
registrant to the fullest extent permissible under Delaware law, except that the
Registrant will indemnify such party in connection with a proceeding (or part
thereof) initiated by that party only if the proceeding (or part thereof) was
authorized by the Registrant's board of directors. The indemnification provided
under the Bylaws includes the right to be paid by the Registrant the expenses in
advance of any proceeding for which indemnification may be had in advance of its
final disposition, provided that the payment of such expenses in advance of any
proceeding for which indemnification may be had in advance of its final
disposition may be made only upon delivery to the Registrant of an undertaking
by or on behalf of the indemnified party to repay all amounts so advanced if it
shall ultimately be determined that such party is not entitled to be
indemnified. If a claim for indemnification is not paid by the Registrant within
sixty days after a written claim has been received by the Registrant, the
claimant may at any time thereafter bring suit against the Registrant to recover
the unpaid amount of the claim and, if successful in whole or in part, the
claimant will also be paid the expense of prosecuting such suit.

     In addition, the Bylaws grant the Registrant the authority to purchase and
maintain insurance on behalf of any person who is a director, officer, employee
or agent of the Registrant or another corporation, partnership, joint venture,
trust or other enterprise against any expense, liability or loss, whether or not
the Registrant would have the power to indemnify such person against such
expense, liability or loss under the General Corporation Law of the State of
Delaware.

     The Registrant has entered into Indemnification Agreements with each of its
directors and executive officers to indemnify them in the amount and under the
circumstances described above.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

            Not applicable.

                                       4
5

ITEM 8.  EXHIBITS.
EXHIBIT
   NO.                         DESCRIPTION
-----------                   ---------------------------------------------------------------------------------
4.1                           Specimen Certificate of the Registrant's Common Stock (incorporated by reference
                               hereto to Exhibit 4.1 of the Company's Registration Statement on Form S-1/A, File
                               No. 333-89049).

 4.2                           Fourth Amended and Restated Investor Rights Agreement (incorporated by
                               reference hereto to Exhibit 4.2 to the Company's Registration Statement on Form
                               S-1/A, File No. 333-89049).

 4.3                           Registration Rights Agreement with Campus Pipeline dated as of April 27, 1999
                               (incorporated by reference hereto to Exhibit 4.3 to the Company's Registration
                               Statement on Form S-1/A, File No. 333-89049).

 4.4                           Employee Stock Purchase Plan (incorporated by reference hereto to Exhibit 10.11
                               to the Company's Registration Statement on Form S-1/A, File No. 333-89049).

 5.1                           Opinion of Shaw Pittman, counsel to Registrant.

 23.1                          Consent of Shaw Pittman, counsel to Registrant (included in Exhibit 5.1 hereto).
5
6

ITEM 9.  UNDERTAKINGS.

         (a)     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;

                          (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 there) which,
                                  individually or the aggregate, represents a
                                  fundamental change in the information set
                                  forth in the 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 statements;

                 (2)      That, for the purpose of determining any liability
                          under the Securities Act of 1933, 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 securities which remain
                          unsold at the termination of the offering.

                                       6
7

         (b)     Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the registrant's
annual report filed pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act
of 1934) that is incorporated by reference in the registration statement 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 of 1933 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 Securities and
                 Exchange Commission such indemnification is against public
                 policy as expressed in the 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 Act and will be governed by the final adjudication of such
                 issue.

                                       7
8

                                   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 Washington, D.C., on this 16th day
of February, 2000.

                              VARSITYBOOKS.COM INC.
                              (Registrant)

                               /s/ ERIC J. KUHN
                              -------------------------
                              Eric J. Kuhn
                              President, Chairman of the Board of Directors
                              and Chief Executive Officer

                               POWER OF ATTORNEY

         We, the undersigned directors and/or officers of VarsityBooks.com
Inc., hereby severally constitute and appoint Eric J.  Kuhn, President and
Chief Executive Officer, and Timothy J. Levy, Chairman of the Board, and each
of them individually, with fully powers of substitution and resubstitution, our
true and lawful attorneys, with full powers to them and each of them to sign
for us, in our names and in the capacities indicated below, the registration
statement on Form S-8 filed with the Securities and Exchange Commission, and
any or all amendments to said registration statement (including post-effective
amendments), and to file or cause to be filed 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 the full
power and authority to do and perform each and every act and thing requisite
and necessary to be done in and about the foregoing, as to all intents and
purposes as each of them might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

         Pursuant to the requirements on the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Name                                       Title                                Date
            ----                                       -----                                ----
/s/ ERIC J. KUHN                         President, Chairman of the Board of               February 16, 2000
 -------------------------                Directors and Chief Executive Officer
 Eric J. Kuhn                             (Principal Executive Officer)

 /s/ TIMOTHY J. LEVY                      Executive Vice President, Development and         February 16, 2000
 ------------------------                 Director
 Timothy J. Levy
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/s/ RICHARD HOZIK                        Chief Financial Officer and Director              February 16, 2000
 -------------------------                (Principal Financial and Accounting Officer)
 Richard Hozik

 /s/ JONATHAN N. GRAYER                   Director                                          February 16, 2000
 --------------------------
 Jonathan N. Grayer

 /s/ ALLEN L. MORGAN                      Director                                          February 16, 2000
 -----------------------
 Allen L. Morgan

 /s/ ANDREW J. OLESZCZUK                  Director                                          February 16, 2000
 -------------------------
 Andrew J. Oleszczuk

 /s/ GENE RIECHERS                        Director                                          February 16, 2000
 ----------------------------
 Gene Riechers

 /s/ JAMES S. ULSAMER                     Director                                          February 16, 2000
 -----------------------------
 James S. Ulsamer
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ITEM 8.  EXHIBITS.
EXHIBIT
   NO.                         DESCRIPTION
-----------                   ---------------------------------------------------------------------------------
4.1                           Specimen Certificate of the Registrant's Common Stock (incorporated by reference
                               hereto to Exhibit 4.1 of the Company's Registration Statement on Form S-1/A, File
                               No. 333-89049).

 4.2                           Fourth Amended and Restated Investor Rights Agreement (incorporated by
                               reference hereto to Exhibit 4.2 to the Company's Registration Statement on Form
                               S-1/A, File No. 333-89049).

 4.3                           Registration Rights Agreement with Campus Pipeline dated as of April 27, 1999
                               (incorporated by reference hereto to Exhibit 4.3 to the Company's Registration
                               Statement on Form S-1/A, File No. 333-89049).

 4.4                           Employee Stock Purchase Plan (incorporated by reference hereto to Exhibit 10.11
                               to the Company's Registration Statement on Form S-1/A, File No. 333-89049).

 5.1                           Opinion of Shaw Pittman, counsel to Registrant.

 23.1                          Consent of Shaw Pittman, counsel to Registrant (included in Exhibit 5.1 hereto).
10