<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 20, 1998
REGISTRATION NO. 333-_____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------------------------------
VERIO INC.
(Exact name of Registrant as Specified in Its Charter)
----------------------------------------------
DELAWARE 84-1339720
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
8005 SOUTH CHESTER STREET, SUITE 200
ENGLEWOOD, COLORADO 80112
(Address of Principal Executive Offices)
1998 NON-EMPLOYEE DIRECTOR STOCK INCENTIVE PLAN
(Full Title of the Plan)
----------------------------------------------
JUSTIN L. JASCHKE
CHIEF EXECUTIVE OFFICER
VERIO INC.
8005 SOUTH CHESTER STREET, SUITE 200
ENGLEWOOD, COLORADO 80112
(Name and Address of Agent for Service)
(303) 645-1900
(Telephone Number, Including Area Code, of Agent For Service)
Copies to:
<TABLE>
<S> <C>
GAVIN B. GROVER, ESQ. CARLA HAMRE DONELSON, ESQ.
MORRISON & FOERSTER LLP GENERAL COUNSEL
425 MARKET STREET VERIO INC.
SAN FRANCISCO, CALIFORNIA 94105 8005 SOUTH CHESTER STREET, SUITE 200
(415) 268-7000 ENGLEWOOD, COLORADO 80112
(303) 645-1900
</TABLE>
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================== ==================== ====================== ======================= ======================
Amount Maximum Proposed Maximum Proposed
Title of Securities to be Offering Price Aggregate Offering Amount of
to be Registered Registered Per Share(1) Price(1) Registration Fee
- -------------------------- -------------------- ---------------------- ----------------------- ----------------------
<S> <C> <C> <C> <C> <C>
Common Stock, $.001 par 250,000 $27.94 $6,984,375 $2,060
value per share
========================== ==================== ====================== ======================= ======================
</TABLE>
(1) Estimated in accordance with Rule 457(h) under the Securities Act of 1933,
as amended, solely for the purpose of calculating the registration fee.
Computation based upon the average of the high and low prices of the
Registrant's Common Stock as reported on the Nasdaq National Market on July
16, 1998.
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The Index to Exhibits appears on page II-5.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Pursuant to General Instruction E to Form S-8 under the Securities Act
of 1933, as amended, this Registration Statement is filed to register 250,000
additional shares of the Common Stock, par value $.001 per share, of Verio Inc.
(the "Company") reserved for issuance under the terms of the Company's 1998
Non-Employee Director Stock Incentive Plan. The contents of the Registration
Statement on Form S-8 filed by the Company on June 17, 1998 (File No. 333-57059)
are incorporated by reference herein.
II-1
<PAGE> 3
ITEM 8. EXHIBITS.
4.1 Registrant's 1998 Non-Employee Director Stock Incentive Plan,
as amended (incorporated by reference to Exhibit 10.32 to the
Registrant's Registration Statement on Form S-1 (Commission
File No. 333-47099) which became effective on May 11, 1998).
5.1 Opinion of Morrison & Foerster LLP.
23.1 Consent of KPMG Peat Marwick LLP (Denver).
23.2 Consent of KPMG Peat Marwick LLP (Seattle).
23.3 Consent of Morrison & Foerster LLP (contained in Exhibit 5.1).
24.1 Power of Attorney (See page II-6 and II-7).
II-2
<PAGE> 4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Englewood, State of Colorado, on July 20, 1998.
VERIO INC.
By: /s/ Justin L. Jaschke
-----------------------------------
Justin L. Jaschke
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints, severally and not jointly, Justin L.
Jaschke, Peter B. Fritzinger and Carla Hamre Donelson, with full power to act
alone, as his or her true and lawful attorney-in-fact, with the power of
substitution, for and in such person's name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto each said attorney-in-fact full power and authority to
do and perform each and every act and thing requisite and necessary to be done
as fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each said attorney-in-fact may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of 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>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Steven C. Halstedt Chairman of the Board July 20, 1998
----------------------
Steven C. Halstedt
/s/ Justin L. Jaschke Chief Executive Officer and Director July 20, 1998
--------------------- (Principal Executive Officer)
Justin L. Jaschke
Director
---------------------
Herbert R. Hribar
/s/ James C. Allen Director July 20, 1998
------------------
James C. Allen
</TABLE>
II-3
<PAGE> 5
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
Director July 20, 1998
--------------------
Trygve E. Myhren
/s/ Paul J. Salem Director July 20, 1998
-----------------
Paul J. Salem
/s/ Steven W. Schovee Director July 20, 1998
---------------------
Steven W. Schovee
/s/ George J. Still, Jr. Director July 20, 1998
------------------------
George J. Still, Jr.
/s/ Deb Mayfield Gahan Vice President of Finance and July 20, 1998
---------------------- Administration (Principal Accounting
Deb Mayfield Gahan Officer)
/s/ Peter B. Fritzinger Chief Financial Officer July 20, 1998
-----------------------
Peter B. Fritzinger
</TABLE>
II-4
<PAGE> 6
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
4.1 Registrant's 1998 Non-Employee Director Stock Incentive Plan,
as amended (incorporated by reference to Exhibit 10.32 to the
Registrant's Registration Statement on Form S-1 (Commission
File No. 333-47099) which became effective on May 11, 1998).
5.1 Opinion of Morrison & Foerster LLP.
23.1 Consent of KPMG Peat Marwick LLP (Denver).
23.2 Consent of KPMG Peat Marwick LLP (Seattle).
23.3 Consent of Morrison & Foerster LLP (contained in Exhibit 5.1).
24.1 Power of Attorney (See pages II-6 and II-7).
</TABLE>
II-5
<PAGE> 1
EXHIBIT 5.1
MORRISON & FOERSTER LLP
San Francisco, California
July 20, 1998
Verio Inc.
8005 South Chester Street, Suite 200
Englewood, Colorado 80112
Gentlemen:
At your request, we have examined the Registration Statement on Form S-8
executed by you on July 20, 1998, and to be filed with the Securities and
Exchange Commission (the "SEC") in connection with the registration under the
Securities Act of 1933, as amended, of an aggregate of 250,000 shares of your
common stock, $.001 par value (the "Common Stock") which will be issuable under
the 1998 Non-Employee Director Stock Incentive Plan (the "Plan").
As your counsel in connection with the Registration Statement, we have
examined the proceedings taken by you in connection with the adoption of the
Plan and the authorization of the issuance of the shares of Common Stock under
the Plan (the "Plan Shares") and such documents as we have deemed necessary to
render this opinion.
Based upon the foregoing, it is our opinion that the Plan Shares, when
issued and outstanding pursuant to the terms of the Plans, will be validly
issued, fully paid and non-assessable shares of Common Stock.
We consent to the use of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
MORRISON & FOERSTER LLP
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Verio Inc.:
We consent to the use of our reports incorporated by reference herein.
KPMG Peat Marwick LLP
Denver, Colorado
July 17, 1998
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EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
NorthWestNet, Inc.:
We consent to the use of our report relating to the financial statements of
NorthWestNet, Inc. as of June 30, 1996 and for the six months ended June 30,
1996 and the eight months ended February 28, 1997, and the financial statements
of NorthWest Academic Computing Consortium, Inc. as of June 30, 1995 and for the
year ended June 30, 1995 and the six months ended December 31, 1995,
incorporated by reference herein.
KPMG Peat Marwick LLP
Seattle, Washington
July 17, 1998
