VERIO INC
8-K, 1998-11-20
COMPUTER PROCESSING & DATA PREPARATION
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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 20, 1998
=========================================================================


                       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 November 20, 1998
                (Date of earliest event reported: November 20, 1998)

                                   VERIO INC.

             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                               <C>                        <C>
            Delaware                       0-24219                      84-1339720
(State or other jurisdiction of   (Commission File Number)   (IRS Employer Identification No.)
         incorporation)
</TABLE>

    8005 South Chester Street, Suite 200, Englewood, Colorado      80112
           (Address of Principal Executive Offices)              (Zip Code)
 
                                 (303) 645-1900
              (Registrant's telephone number, including area code)

                                 Not applicable.
          (Former name or former address, if changed since last report)




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         ITEM 5.  OTHER EVENTS.

         On October 20, 1998, the Registrant issued a press release, a copy of
which is attached hereto as Exhibit 99(a) and incorporated herein by reference.

         ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND 
                  EXHIBITS.

         (c)  Exhibits.

         99(a) Press release issued by the Registrant dated November 20, 1998.




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                                   SIGNATURES

         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.

                                                     VERIO INC.

                                                By: /s/ Carla Hamre Donelson
                                                    ------------------------
                                                    Carla Hamre Donelson
                                                    Vice President, General
                                                    Counsel and Secretary

Dated:    November 20, 1998





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                                 Exhibit Index

Exhibit No.                       Description
- -----------                       -----------

   99(a)                Press Release issued by the Registrant 
                        dated November 20, 1998.

<PAGE>   1
                                                                   EXHIBIT 99(a)


Verio Inc. Announces $400 Million Private Placement

Englewood, CO (November 20, 1998) -- Verio Inc. (NASDAQ:VRIO), a leading
provider of comprehensive business Internet services, announced today that it
has agreed to issue $400 million aggregate principal amount of 11-1/4% Senior
Notes due 2008 (the "Notes"), in a private placement to a number of
institutional investors in accordance with Securities Exchange Commission Rule
144A. 

Verio expects to use proceeds of this offering to fund a portion of the purchase
price payable in connection with Verio's previously announced agreement to
acquire Web hosting company Hiway Technologies, which currently is anticipated
to close at the beginning of 1999. The Company expects to use the remaining
proceeds of this offering to continue its aggressive ongoing acquisition efforts
and pursue a number of other attractive strategic opportunities.

"Verio's demonstrated ability to access the capital markets has been key to our
rapid growth," said Verio CEO Justin L. Jaschke. "As one of the fastest-growing
companies in the Internet, this additional financing provides even greater
flexibility to pursue a number of exciting opportunities as we strengthen our
market presence, expand our enhanced service offerings and build new
distribution channels."

About Verio Inc.

Verio Inc. is a leading provider of comprehensive business Internet services --
including broadband connectivity, virtual private networks, Web hosting
solutions and e-commerce -- with an emphasis on serving the small and mid-sized
business market. Since its inception in March 1996, Verio has rapidly
established a global presence through the acquisition, integration and growth of
independent Internet providers with a business customer focus. Verio's
operations are supported by highly reliable and scalable national infrastructure
and systems including a facilities-based Tier One national network. Verio
delivers locally-based sales and engineering support in 39 of the top 50 U.S.
markets under the Verio brand name and provides Web hosting services to
customers in more than 100 countries.

For more information on Verio, visit the company's Web site at www.verio.com
<http://www.verio.com/>. The corporate headquarters are located in Englewood,
Colorado at 8005 S. Chester St., Suite 200, 80112, phone number 303.645.1900.

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