<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 10, 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 (Date of earliest event reported): August 10, 1998
VERIO INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation)
0-24219 84-1339720
(Commission File Number) (I.R.S. Employer Identification No.)
8005 SOUTH CHESTER STREET, SUITE 200, 80112
ENGLEWOOD, COLORADO (Zip Code)
(Address of Principal Executive Offices)
(303) 645-1900
(Registrant's Telephone Number, Including Area Code)
With a copy to:
Gavin B. Grover, Esq.
Morrison & Foerster LLP
425 Market Street
San Francisco, CA 94105
================================================================================
<PAGE> 2
ITEM 5. OTHER EVENTS
The Company's Registration Statement on Form S-4 (the "S-4 Registration
Statement") covering exchange offers for the Company's outstanding $100.0
million principal amount of 13 1/2% Senior Notes due 2004 and $175.0 million
principal amount of 10 3/8% Senior Notes due 2005, was declared effective on
July 14, 1998. The Company has extended the expiration date of such exchange
offers and intends to file a post-effective amendment to the S-4 Registration
Statement to provide additional information concerning certain recent material
acquisitions.
ITEM 7. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
99(a) Press Release issued by the Registrant on August 10, 1998
</TABLE>
1
<PAGE> 3
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: August 10, 1998
<PAGE> 4
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
99(a) Press Release issued by the Registrant on August 10, 1998
</TABLE>
<PAGE> 1
EXHIBIT 99(a)
FOR IMMEDIATE RELEASE
Verio Corporate Contact:
Steven Silvers, Clarus Public Relations, Inc.
303/296-0343
E-mail: [email protected]
Corporate newsroom: http://newsroom.verio.net
Verio Investor Contact:
Whitney Fogt, 303/645-1921
E-mail: [email protected]
VERIO ANNOUNCES EXTENSION OF BOND EXCHANGE OFFERS
ENGLEWOOD, CO (August 10, 1998) -- Verio Inc. (Nasdaq: VRIO), a leading
full-service Internet provider, today announced the extension of its offer to
exchange up to (i) $100,000,000 aggregate principal amount of its 13-1/2%
Senior Notes Due 2004 for a like aggregate principal amount of the issued and
outstanding 13-1/2% Senior Notes Due 2004 (the "Old 1997 Notes"), of which
$100,000,000 aggregate principal amount remains outstanding, and (ii)
$175,000,000 aggregate principal amount of its 10-3/8% Senior Notes Due 2005
for a like aggregate principal amount of the issued and outstanding 10-3/8%
Senior Notes Due 2005 (the "Old 1998 Notes"), of which $175,000,000 aggregate
principal amount is outstanding.
The exchange offers have been extended to 5:00 p.m., New York City time, on
August 25, 1998, pending the filing of an amended S-4 to detail Verio's
recently announced acquisition of Hiway Technologies. Such changes may not be
available for circulation until a later date in which case the exchange offers
may be further extended. Once the post-effective amendment is declared
effective, the Company will be mailing all holders of Old 1997 Notes and Old
1998 Notes a supplement to the Prospectus dated July 14, 1998 which describes
the proposed acquisition in greater detail.
Those holders who have tendered Old 1997 Notes or Old 1998 Notes are entitled
to withdraw their tenders prior to the new expiration date. Verio will not
accept any further tenders until after the prospectus supplement has been
distributed.
Verio Inc. is a leading national provider of Internet connectivity, Web hosting
and enhanced Internet services, with an emphasis on serving small and
medium-sized businesses. Since its inception in March 1996, Verio has rapidly
established a national presence through the acquisition, integration and growth
of local and regional Internet providers with a business customer focus that
provide locally-based sales and engineering support in 38 of the top 50 U.S.
markets under the Verio brand name.
For more information on Verio, visit the company's Web site at www.verio.net
or call 1-888-GET-VERIO. The corporate headquarters are located in Englewood,
Colorado at 8005 S. Chester St., Suite 200, 80112, phone number 303-645-1900.
###
