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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-K/A

|(Mark One)                                                    |                                                                                                        
|------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------
|ý                                                             | AMENDMENT NO. 1 TO ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|For the fiscal year ended December 31, 2002                  
|OR                                                           
|o                                                             | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934               
|For the transition period
from                             to

Commission file number 0-19298

VARSITY BRANDS, INC.(Exact name of registrant as specified in its charter)

|Delaware(State or other jurisdiction of incorporation or organization) |  | 22-2890400(I.R.S. Employer Identification No.)
|---------------------------------------------------------------------- |  | ----------------------------------------------

6745 Lenox Center Court, Suite 300, Memphis, Tennessee 38115
(Address of principal executive offices, including zip code)

Registrant's telephone number, including area code:(901) 387-4300

Securities
registered pursuant to Section 12(b) of the Act:

|Title of each class Common Stock, $.01 par value(Title of Class) |  | Name of each exchange on which registered American Stock Exchange
|---------------------------------------------------------------- |  | -----------------------------------------------------------------

Securities
registered pursuant to Section 12(g) of the Act: [none]

Indicate
by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days. YES ý NO o

Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (229.405 of this chapter) is not contained herein, and will not be
contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. ý

The
aggregate market value of the 5,004,893 shares of outstanding voting stock held by non-affiliates of the Registrant, computed by reference to the last sale price of the
Registrant's Common Stock on March 21, 2003, is $23,472,948.

As
of March 21, 2003, the Registrant had 9,592,250 shares of Common Stock, $.01 par value per share, outstanding.

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The
Registrant hereby amends the signature page of its Annual Report on Form 10-K for the fiscal year ended December 31, 2002, which was filed with the
Commission on March 31, 2003, to reflect the correct title of Mr. John M. Nichols as being both Chief Financial Officer and Principal Accounting Officer.

In
all other respects the Registrant's Annual Report on Form 10-K remains the same.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Amendment No. 1 to
Form 10-K for 2002 to be signed on its behalf by the undersigned, thereunto duly authorized.

|                     |  | VARSITY BRANDS, INC.
|-------------------- |  | --------------------
|Dated: July 11, 2003 |  | By:                 

Pursuant
to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on
the dates indicated.

|                                  |  |                                                          |  |               
|--------------------------------- |  | -------------------------------------------------------- |  | --------------
|/s/JOHN M. NICHOLSJohn M. Nichols |  | Chief Financial Officer and
Principal Accounting Officer |  | March 31, 2003

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CERTIFICATIONS PURSUANT TO
SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002

CERTIFICATION

I,
Jeffrey G. Webb, certify that:



|Dated: July 11, 2003 | /s/ Jeffrey G. Webb
President
Chief Executive Officer
|-------------------- | -----------------------------------------------------

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CERTIFICATION

I,
John M. Nichols, certify that:



|Dated: July 11, 2003 | /s/ John M. Nichols
Senior Vice President
Chief Financial Officer
|-------------------- | -----------------------------------------------------------------

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