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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(AMENDMENT NO. 1)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998
[ ] 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 0-24219
VERIO INC.
(Exact name of Registrant as specified in its charter)
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<S> <C>
DELAWARE 84-1339720
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation and organization)
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8005 SOUTH CHESTER STREET, SUITE 200, ENGLEWOOD, COLORADO 80112
(Address of principal executive offices, including zip code)
(303) 645-1900
(Registrant's telephone number)
Securities registered pursuant to Section 12(b) of the Act:
NONE
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, $.001 PER SHARE
(Title of class)
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 [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K 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. [ ]
The aggregate market value of the voting stock held by non-affiliates of
the Registrant, based on the closing price of the Common Stock on March 26, 1999
as reported on the Nasdaq National Market, was approximately $1,166,208,496.
Shares of Common Stock held by each officer and director and by each person who
owns 5% or more of the outstanding Common Stock have been excluded from this
computation in that such persons may be deemed to be affiliates. This
determination of affiliate status is not necessarily a conclusive determination
for other purposes.
As of March 26, 1999 the Registrant had outstanding 36,928,589 shares of
Common Stock.
This Amendment No. 1 is being filed to include Part III information which
was previously incorporated by reference.
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PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
The following table sets forth information with respect to the Company's
board of directors (the "Board" or "Board of Directors") and executive officers,
as well as certain other members of senior management, of Verio as of April 19,
1999:
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AGE POSITION(S)
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Steven C. Halstedt.................... 53 Chairman of the Board
Justin L. Jaschke..................... 41 Chief Executive Officer, Director
Herbert R. Hribar..................... 47 President and Chief Operating Officer,
Director
James C. Allen........................ 52 Director
Trygve E. Myhren...................... 62 Director
Paul J. Salem......................... 35 Director
George J. Still, Jr. ................. 41 Director
Yukimasa Ito.......................... 43 Director
Arthur L. Cahoon...................... 43 Director
Sean G. Brophy........................ 40 Vice President of Corporate
Development
James E. Cunningham................... 42 Vice President of Marketing
Chris J. DeMarche..................... 42 Chief Technical Officer
Carla Hamre Donelson.................. 43 Vice President, General Counsel and
Secretary
Peter B. Fritzinger................... 41 Chief Financial Officer
Deb Mayfield Gahan.................... 44 Vice President of Human Resources and
Organizational Development
James M. Kieffer...................... 37 Vice President of Program Management
Eric S. Hood.......................... 46 Vice President of Central Operations
and Regional Engineering
</TABLE>
All of the officers identified above serve at the discretion of Verio's
Board of Directors. There are no family relationships between any persons
identified above. There are currently two vacancies on the Board. The following
are brief biographies of these individuals.
Steven C. Halstedt has served as Chairman of the Board since we were formed
in March 1996. Mr. Halstedt is a co-founder of The Centennial Funds. Mr.
Halstedt has 18 years of direct venture capital experience and serves as a
general partner of each of the Centennial Holdings' partnerships. Prior to co-
founding The Centennial Funds in 1981, he was Executive Vice President and
Director of Daniels & Associates, Inc., a private communications service company
involved in cable television system operations. Mr. Halstedt is a member of the
board of directors of Formus Communications, Inc., VIA Internet, Inc., Gabriel
Communications, Inc. and WLL International, Inc. He is a former Chairman of the
Board of OneComm Corporation, PageAmerica Group, Inc. and Orion Network Systems,
Inc., all publicly traded telecommunications companies. Mr. Halstedt received a
Bachelor of Science with distinction in management engineering from Worcester
Polytechnic Institute, and earned a Master of Business Administration from the
Amos Tuck School of Business Administration at Dartmouth College, where he was
named an Edward Tuck Scholar. He attended the University of Connecticut School
of Law. He was a Platoon Leader and Battalion Operations Officer in a U.S. Army
Combat Engineer Battalion in Vietnam.
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Justin L. Jaschke has served as Chief Executive Officer of Verio since we
were formed in March 1996. He also is a member of the Board. Prior to forming
Verio, Mr. Jaschke served as Chief Operating Officer for Nextel Communications
following its merger with OneComm in July of 1995. Mr. Jaschke served as
OneComm's President and a member of its board of directors from the time that he
joined that company in April 1993 until the merger with Nextel. Mr. Jaschke
currently serves as Chairman of the board of directors of VIA Internet, Inc. and
also serves on the board of directors of Metricom, a leading wireless data
communications provider, and on the board of directors of Dobson Communications,
a rural cellular and local exchange provider. From May 1990 to April 1993, Mr.
Jaschke served as President and CEO of Bay Area Cellular Telephone Company. From
November 1987 to May 1990, Mr. Jaschke was Vice President of Corporate
Development of PacTel Cellular, and from 1985 to 1987 was Director of Mergers
and Acquisitions for PacTel Corporation. Prior to that, Mr. Jaschke was a
management consultant with Marakon Associates. Mr. Jaschke received a Bachelor
of Science degree summa cum laude in mathematics from the University of Puget
Sound and a Master of Science degree in management from the Sloan School of
Management at MIT.
Herbert R. Hribar has served as President and Chief Operating Officer of
Verio since July 1998. Mr. Hribar joined Verio from Ameritech Corporation, where
he served as President of Ameritech Corporation's cellular services business
unit and was responsible for all aspects of the business, including strategy,
marketing, sales, network, customer service, IT and business development. He was
promoted to that position in 1997 after working for Ameritech for two years,
first as Vice President of International Operations beginning in early 1995, and
later as Managing Director of Ameritech Europe. He also served as Chairman and
Chief Executive Officer of ADSB Telecommunications, a consortium of
international telecommunications companies headed by Ameritech. Before joining
Ameritech, Mr. Hribar served in various capacities with Sprint Corporation from
1988 to 1995, including as Vice President and General Manager at Sprint
International, where he was responsible for the offshore network planning,
design, operations and information systems planning for Sprint's international
voice, data, messaging and fax services as well as private data network systems.
Mr. Hribar previously worked in senior management positions at GTE Telenet and
served in the U.S. Navy. Mr. Hribar holds a Bachelor of Science degree in Ocean
Engineering from the U.S. Naval Academy, a Master of Science degree in Civil
Engineering from the University of Illinois, a Master of Business Administration
from George Washington University and a Master of Science degree in Computer
Science from Johns Hopkins University.
James C. Allen has served as a director of Verio since May 1996. Mr. Allen
served as CEO of Brooks Fiber Properties, Inc. until its acquisition by MCI
WorldCom (formerly known as WorldCom). Mr. Allen has 25 years of experience as
an entrepreneur, operator, financier, expert witness and advisor in cable
television and broadband telecommunications. Prior to joining Brooks, he served
as Chief Financial Officer and Chief Operating Officer of David Lipscomb
University from which he holds a Bachelor of Science degree. Mr. Allen was a
founder and former President, CFO and COO of Cencom Cable Associates, which was
purchased by a subsidiary of Hallmark Cards, and a former Vice President of
Operations of Telecom Engineering, Inc., a telecommunications engineering and
consulting firm with clients in both the telephone and cable television
industries. Mr. Allen previously held positions as Vice President of Operations
of United Cable Television, Divisional Manager of Continental Telephone
Corporation, and Vice President of Finance for National Communications Service
Corporation. Mr. Allen also previously was a member of the board of directors of
MetroNet Communications Corp., a local exchange carrier.
Trygve E. Myhren has served as a director of Verio since April 1997. Mr.
Myhren is President of Myhren Media, Inc., a private investment firm
concentrating in media, telecommunications, software and Internet-related and
consumer products companies. From 1990 to 1996, Mr. Myhren was President and a
director of The Providence Journal Company. From 1975 until 1988, Mr. Myhren was
an officer of American Television and Communications Corporation, the cable
television subsidiary of Time, Inc., now Time/Warner Cable, serving as Chairman
and CEO from 1980 to 1988. Mr. Myhren also serves on the boards of The
Providence Journal Company, Advanced Marketing Services, Peapod, Inc.,
CableLabs, J.D. Edwards, Inc., WNP, Inc., Founders Funds and The University of
Denver. Previously, Mr. Myhren served as chairman of the National Cable
Television Association, and also served on the boards of Turner Broadcasting
Systems, Continental Cablevision, Inc., Citizens Bank and several internal Time,
Inc. boards, including Home Box Office, Temple-
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Eastex and Time Magazine Group. He also served on the Federal Communications
Commission's Advisory Committee on High Definition TV. Mr. Myhren has an
undergraduate degree in political science and philosophy from Dartmouth and a
Master of Business Administration from the Amos Tuck Graduate School at
Dartmouth. He served three and one-half years as a naval officer with the U.S.
Pacific Fleet.
Paul J. Salem has served as a director of Verio since December 1996. Mr.
Salem is Managing Director of Providence Equity Partners, Inc., and is a partner
of the general partner of Providence's private equity funds. Providence manages
over $500 million in equity and specializes in communications and media
investments. Mr. Salem has been responsible for many of Providence's investment
activities, including its investments in competitive local exchange companies,
enhanced specialized mobile radio, wireless data networks, radio representation,
telecommunications infrastructure and other areas. From February 1992 to
December 1996, Mr. Salem was a Vice President at Narragnasett Capital, Inc., an
investment management company. He is currently a director of MetroNet
Communications Corp, Wired Ventures, Inc. and UniSite, Inc. He resigned from the
board of Interep National Radio Sales, Inc. on April 2, 1998. Prior to joining
Providence, Mr. Salem worked for Morgan Stanley & Co. in corporate finance and
mergers and acquisitions. Previously, Mr. Salem spent four years with Prudential
Investment Corporation, an affiliate of Prudential Insurance, where his
responsibilities included private placement financings, leveraged buyout
transactions and establishing Prudential's European investment office. Mr. Salem
received a Bachelor of Arts in business from Brown University and a Master of
Business Administration from Harvard Business School.
George J. Still, Jr. has been a director of Verio since our inception in
March 1996. Mr. Still, based in Palo Alto, California, is a Managing Partner of
various Norwest Venture capital partnerships. From July 1984 until October 1989,
he was a General Partner with The Centennial Funds based in Denver, Colorado.
Prior to Centennial, Mr. Still was with Ernst & Whinney, now Ernst & Young, in
San Francisco. Currently, he is a director of PeopleSoft, Inc., a public
company. In addition, he serves on the board of several private companies,
including Metapath Software Corporation, Software Technologies Corp.,
ObjectStream, Inc., and Chordiant Software. Further, Mr. Still serves as a
director of the National Venture Capital Association. He holds a Bachelor of
Science degree in business administration from Pennsylvania State University and
a Master of Business Administration from the Amos Tuck School at Dartmouth
College.
Yukimasa Ito has been a director of Verio since September 11, 1998. Mr. Ito
is Vice President, Service Planning of NTT Worldwide Telecommunications Inc., a
corporation specializing in providing various international telecommunications
services to end-users. NTT Worldwide Telecommunications Inc. is a subsidiary of
Nippon Telegraph and Telephone Corporation ("NTT") which, in turn, is an
affiliate of Verio. Mr. Ito has held his current position at NTT Worldwide
Telecommunications Inc. since November 1997, prior to which he was Vice
President, Service Planning of NTT PC Communications, Inc. from August 1994 to
October 1997 and Director, Corporate Planning of NTT America, Inc. from August
1991 until July 1994. Mr. Ito has worked for NTT or its subsidiaries since 1980.
Mr. Ito holds a Bachelor of Engineering degree from Waseda University and a
Master of Business Administration from the University of Washington. In 1990,
Mr. Ito was an M.Sc. Sloan Fellow at Stanford University.
Arthur L. Cahoon was appointed to the Board upon completion of the Hiway
acquisition by Verio on January 5, 1999. Mr. Cahoon served as Chairman of
Hiway's board of directors, CEO and a director of Hiway since May 1998. From
October 1997 to May 1998, he was Chairman of Hiway Florida. Since March 1993, he
has served as general partner of Rock Creek Partners, Ltd., an investment
company, and executive vice president of James Dahl & Co., an investment banking
company. Since January 1995, Mr. Cahoon also has served as Executive Vice
President of Timberland Investment Services, LLP, an investment management
company, which he co-founded. In addition, from June 1995 to June 1996, he
served as President of QuinStone Industries, Inc., a manufacturing company.
Prior to March 1993, Mr. Cahoon served as Executive Vice President and CFO of
Cain & Bultman, Inc., a wholesale distributor. Mr. Cahoon holds a B.B.A. in
accounting and finance from Stetson University.
Sean G. Brophy has served as Vice President of Corporate Development since
November 1997, and prior to that served as Vice President of Marketing and
Business Development for Verio since joining Verio in May 1996. Mr. Brophy
served as Vice President of Marketing for OneComm and then Nextel from 1994 to
1996.
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He worked at Northern Telecom from 1990 through 1994 in a variety of capacities,
including strategic planning and product management, where he had global
responsibilities for new products for Personal Communications Services. Prior to
that he worked at Bell Northern Research, the research and development arm of
Northern Telecom, designing telephone equipment and services ranging from the
DMS-100 to key systems. While there he was awarded patent and design excellence
awards. Mr. Brophy holds a Bachelor of Science degree in computer engineering
from McMaster University, a Master of Science degree in electrical engineering
from Carleton University and a Master of Science degree in management from the
Sloan School of Management at MIT.
James E. Cunningham was appointed as Verio's Vice President of Marketing on
April 15, 1999, and prior to that served as Vice President of Sales and
Marketing since June 1998. He served as the President of Verio's Northeast
regional operations from December 1997 to June 1998. He assumed that role after
acting as the President of Global Enterprise Services, Inc., one of Verio's
acquired ISPs, beginning in May 1997. Mr. Cunningham has 17 years of sales,
marketing and general management experience with both established and early
stage telecommunications companies. Mr. Cunningham most recently served as
Senior Vice President of Sales and Marketing at U.S. One Communications, Inc.,
overseeing its eastern United States sales and service organization. Prior to
joining U.S. One Communications in 1996, Mr. Cunningham spent 10 years with MCI.
From 1995 to 1996, he served as Vice President, Sales & Marketing for network
MCI Digital Imaging, where he directed its Campus MCI program, which provided
Internet access and enhanced services for universities and local governments
around the country. Mr. Cunningham holds a Bachelor of Science degree in
Business Administration from Livingston University in Alabama.
Chris J. DeMarche has been Chief Technical Officer of Verio since joining
Verio in May 1996. From 1995 to 1996, Mr. DeMarche was CTO and Senior Vice
President of Nextel, where he was credited with addressing many critical
technology issues. From 1993 to 1995, he was Senior Vice President of
Engineering and Technology at OneComm, where he was responsible for building a
national engineering team and designing and implementing wireless communication
networks. Mr. DeMarche also worked in advanced technology areas at PacTel
Corporation and Hughes Aircraft Corporation and served in the U.S. Naval
Submarine Force. Mr. DeMarche received his Master of Business Administration
from UCLA in 1990, his Master of System Management from the University of
Southern California in 1986, and his Bachelor of Science from the United States
Naval Academy in 1978.
Carla Hamre Donelson has served as Vice President, General Counsel and
Secretary of Verio since joining Verio in October 1996 from the law firm of
Morrison & Foerster LLP, where she had practiced law since March 1987. She
served as a partner in that firm's business department from 1990 and as head of
the Denver business practice from 1993. While in private practice, Ms. Donelson
was engaged in a general corporate and transactional practice, focused primarily
on the communications and related technology industries, representing domestic
and foreign entities in numerous financing, merger, acquisition, investment, and
licensing transactions. She served as regular outside corporate counsel to
OneComm and represented OneComm in connection with a variety of its SMR
acquisitions as well as its merger with Nextel. Ms. Donelson received her
Bachelor of Arts degree in molecular biology from the University of Colorado,
her Juris Doctor degree from the University of Denver College of Law, and is a
member of the Colorado Bar Association.
Peter B. Fritzinger has served as Chief Financial Officer of Verio since
June 1997. From November 1993 until June 1997, Mr. Fritzinger served as Chief
Financial Officer of Louis Dreyfus Natural Gas Corp., an independent, publicly
held oil and gas company headquartered in Oklahoma City. From 1991 to 1993, he
was Vice President-Finance and Treasurer of Louis Dreyfus Energy Corp., a
diversified, global enterprise with investments in oil and gas reserves and
other petroleum-related industries. Mr. Fritzinger joined Louis Dreyfus Energy
Corp. from J.P. Morgan, where he was a Vice President in its corporate finance
group, having held various positions with Morgan Guaranty Trust Company of New
York since 1980. Mr. Fritzinger received his Bachelor of Arts degree in math and
psychology from Amherst College.
Deb Mayfield Gahan has served as Vice President of Human Resources and
Organizational Development for Verio since September 3, 1998. Prior to that, Ms.
Gahan served as Vice President of Finance and
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Administration since joining Verio in May 1996. She brings with her ten years of
extensive start-up and telecommunications experience. From 1994 to 1996, Ms.
Gahan served as Vice President of Business Services and Controller for OneComm
and then for Nextel following its acquisition of OneComm. From 1987 to 1994, she
was Director of Business Operations and Controller for American Cellular
Communications and then BellSouth Cellular Corp., a leading provider of cellular
service in 15 states. In these positions, she was responsible for implementing
cost-effective financial control systems, asset protection, revenue assurance,
financial reporting, treasury and business process development. Ms. Gahan is a
Certified Public Accountant and holds a Master of Business Administration from
Mississippi College, as well as a Bachelor of Science in accounting from
Mississippi State University.
James M. Kieffer was appointed as Vice President of Program Management on
April 15, 1999. Prior to that he served as Vice President of Customer Operations
for Verio since joining Verio in July 1996. Previously, Mr. Kieffer served as
Nextel's Vice President of Customer Operations responsible for customer care,
billing, accounts receivable, and inventory management from August 1995. Prior
to OneComm's merger with Nextel, Mr. Kieffer led the development of OneComm's
customer care as Director of Customer Operations from January 1994 to August
1995. Prior to that, Mr. Kieffer served as National Customer Service Manager for
Motorola's Land Mobile Products Sector. During his six years with Motorola, he
held several key roles while developing a consolidated national customer care
organization from March 1990 until January 1994. Prior to joining Motorola, Mr.
Kieffer managed customer relations and accounts receivable for IBM. He received
his Master of Business Administration from DePaul University and holds a
Bachelor of Science in management from Illinois State University.
Eric S. Hood was appointed as Vice President of Central Operations and
Regional Engineering on April 15, 1999. From September 3, 1998 until his
appointment in April 1999, he served Verio as Vice President of Engineering and
Operations, having previously served as President and CEO of NorthWestNet, Inc.,
one of Verio's early acquisitions which at the time was the largest Internet
service provider in the Pacific Northwest. Dr. Hood sits on the advisory board
for several Internet industry organizations, including Trustworthy
Systems/Computer Emergency Response Team, the top-level, international Internet
security organization; the U.S. Department of Justice Working Group on Internet
Security; and eCOMM Northwest, a regional consortium of businesses, including
Intel, Sequent, BC Tel and Nike, promoting Internet commerce in the Northwest.
From 1992 through 1994, Dr. Hood served as President of FARNET, the national
association of Internet service providers, telecommunications companies and
network equipment manufacturers, and from 1993 through 1995, he served on the
Steering Board for the U.S. Department of Energy's ESNet. Dr. Hood's research
and development programs in science, computing and network communications have
received funding support from the National Science Foundation, the U.S.
Department of Energy, the U.S. Department of Education, US West and Digital
Equipment Corporation, among others. Dr. Hood received his doctoral degree in
Theoretical Chemistry from the University of California at Santa Barbara in
1983. He also held the research positions of Bantrell Fellow at the California
Institute of Technology and Visiting Scientist at IBM's Thomas J. Watson
Research Center.
RELATIONSHIPS AMONG DIRECTORS OR EXECUTIVE OFFICERS
There are no family relationships among any of the directors or executive
officers of the Company.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
During 1998, the Board met 15 times, including regularly scheduled and
special meetings, and acted by written consent four times. No director attended
fewer than 75% of the aggregate of either (1) the total number of Board meetings
held during the period for which he was a director, except for Messrs. Allen and
Ito, or (2) the total number of committee meetings of the Board, on which he
served, held during the period for which he was a director and a member of such
committee, except for Messrs. Allen and Still.
During 1998, the Board had four committees: an Executive Committee, a
Finance Committee, a Compensation Committee and an Audit Committee. Effective
April 15, 1999, the Board also established a Nominating Committee.
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During 1998, the Executive Committee held no meetings and acted by written
consent once. The Executive Committee in 1998 was composed of Messrs. Halstedt
and Jaschke. Mr. Hribar was subsequently appointed to the Executive Committee
effective on April 15, 1999. The Executive Committee is responsible for
reviewing and, where appropriate, authorizing corporate action with respect to
the conduct of the business of Verio between Board meetings.
The Finance Committee held two meetings in 1998. The Finance Committee in
1998 was composed of Messrs. Halstedt, Jaschke, Still and Myhren. The Finance
Committee was reconstituted effective as of April 15, 1999, so that its members
now include Messrs. Allen, Jaschke and Salem. The Finance Committee is
responsible for reviewing and, where appropriate, authorizing certain corporate
actions with respect to the finances of Verio and certain acquisitions of
affiliates not involving the issuance of stock.
The Compensation Committee held five meetings in 1998. During 1998, the
Compensation Committee members included Messrs. Allen and Myhren, as well as
Stephen W. Schovee, who served on the Board from the time of Verio's inception
until his resignation in January 1999. The membership of the Compensation
Committee was modified on April 15, 1999 and now consists of Messrs. Myhren,
Still and Cahoon. The Compensation Committee is responsible for reviewing and
establishing the compensation structure for Verio's officers and directors,
including salary rates, participation in incentive compensation and benefit
plans, 401(k) plans, stock option and purchase plans, and other forms of
compensation.
The Audit Committee held one meeting in 1998. In 1998, the Audit Committee
consisted of Messrs. Myhren and Schovee. Effective as of April 15, 1999, the
Audit Committee membership was changed to consist of Messrs. Cahoon and
Halstedt. The Audit Committee is responsible for recommending the firm to be
appointed as independent accountants to audit Verio's financial statements,
discussing the scope and results of the audit with the independent accountants,
reviewing the functions of management and independent accountants with respect
to Verio's financial statements and performing such other related duties and
functions as are deemed appropriate by the Audit Committee and the Board.
The Nominating Committee, which was just recently established in April 1999
and consists of Messrs. Still, Halstedt and Jaschke, is tasked with making
recommendations to the Board concerning the recruitment and selection of
potential Board candidates. In addition, this Committee assesses the performance
of the Board, reviews the size and composition of the Board and its committees,
and makes appropriate recommendations with respect to possible changes.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During 1998, the Compensation Committee consisted of Messrs. Allen, Myhren
and Schovee. Mr. Schovee served as its Chairman. No member of this Committee is
a present or former officer or employee of the Company or any of its
subsidiaries. No member of this Committee served on the board of directors or
compensation committee of any entity which has one or more executive officers
serving as a member of the Company's Board or Compensation Committee.
DIRECTORS COMPENSATION
Each non-employee director receives an annual retainer fee of $5,000 and a
fee of $1,000 for each meeting of the Board attended in person or $500 for each
meeting attended by telephone. The fee for Board committee meetings is $500 per
meeting. A director may elect to receive these payments in the form of Common
Stock. On May 11, 1998 -- the effective date of the registration statement filed
with the Securities and Exchange Commission in connection with the Company's
initial public offering -- each non-employee director was automatically granted
an option to acquire 30,000 shares of Common Stock at an exercise price per
share equal to the price per share in the initial public offering of the Common
Stock less underwriting discounts and commissions. Such options vest and become
exercisable in three equal installments on each yearly anniversary of the grant
date. Non-employee directors elected or appointed to the Board following the
initial public offering are granted automatically at the time of election or
appointment an option to acquire 30,000 shares of Common Stock with the same
terms and conditions at an exercise price equal to the then fair market value of
the Common Stock. After the initial three-year vesting period for such options,
non-employee
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directors receive automatic annual grants of options to acquire an additional
3,000 shares of Common Stock at an exercise price equal to the fair market value
of the Common Stock at the date of grant. Such options vest and become
exercisable on the first anniversary of the grant date. In April 1998, the
Company adopted the 1998 Non-Employee Director Stock Incentive Plan ("Director
Option Plan") under which options may be granted and shares of Common Stock may
be issued to non-employee directors in accordance with these compensation
arrangements.
On May 11, 1998, each of Messrs. Halstedt, Allen, Myhren, Salem and Still
were granted options to purchase up to 30,000 shares of Common Stock, at an
exercise price of $21.50 per share under the Director Option Plan. On September
11, 1998, Mr. Ito was granted options to purchase up to 30,000 shares of Common
Stock, at an exercise price of $20.50 per share under the Director Option Plan.
Each of Messrs. Myhren, Salem, Still and Ito have assigned their respective
options to Myhren Media, Inc., Providence Equity Partners Inc., Norwest Equity
Partners V, L.P. and NTT Rocky, Inc., respectively. By contract with Centennial
Holdings, Inc., Mr. Halstedt is required to transfer any economic benefit
deriving from such options to Centennial Holdings, Inc.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE.
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's directors, executive officers and
persons who own more than 10% of the Company's Common Stock (collectively,
"Reporting Persons") to file reports of ownership and changes in ownership of
the Company's Common Stock with the Securities and Exchange Commission and The
Nasdaq Stock Market, Inc. Copies of these reports are also required to be
delivered to the Company.
The Company believes, based solely on its review of the copies of such
reports received or written representations from certain Reporting Persons, that
during the fiscal year ended December 31, 1998, all Reporting Persons complied
with all applicable filing requirements.
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ITEM 11. EXECUTIVE COMPENSATION.
EXECUTIVE COMPENSATION
The following table sets forth certain summary information for the years
ended December 31, 1998, 1997 and 1996, respectively, concerning the
compensation paid and awarded to: (a) Verio's Chief Executive Officer and (b)
Verio's four most highly compensated other executive officers whose salaries and
bonuses exceeded $100,000 who were serving as executive officers as of December
31, 1998 ("Named Executive Officers").
As part of the Company's standard cash compensation package offered to all
employees (including the Named Executive Officers), the Company provides
targeted annual cash bonuses, the payment of which is based on the Company's
overall achievement of performance goals established by the Board at the
beginning of the year. Actual performance by the Company is measured against
those goals at or following the end of the year, and the actual amount of the
targeted bonus levels paid is determined based on actual performance relative to
those objectives.
Information shown for fiscal year 1996 covers the period from inception on
March 1, 1996 to December 31, 1996. Salary information for 1996 for Mr. Jaschke,
Mr. DeMarche and Ms. Donelson, for 1997 for Mr. Fritzinger, and for 1998 for Mr.
Hribar reflects compensation paid to each in his or her principal positions
commencing on April 1996, May 1996, October 1996, June 1997, and July 1998,
respectively. The bonus amount paid to Mr. Hribar in 1998 includes a signing
bonus of $125,000, plus a gross up for taxes, paid by Verio at the time of his
initial employment in July 1998. Information shown under "All Other
Compensation" represents costs of providing relocation benefits to Messrs.
Hribar and Fritzinger and represents costs of tax reimbursements paid to Ms.
Donelson.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION AWARDS
ANNUAL COMPENSATION -----------------------
----------------------------- RESTRICTED SECURITIES
FISCAL STOCK UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) AWARDS($) OPTIONS(#) COMPENSATION($)
- --------------------------- ------ --------- -------- ---------- ---------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Justin L. Jaschke.............. 1998 221,041 -- -- 300,000 --
Chief Executive Officer 1997 175,003 66,500 85,000 -- --
1996 124,631 44,867 -- 240,000 --
Herbert R. Hribar.............. 1998 125,004 235,998 -- 350,000 29,646
President and Chief 1997 -- -- -- -- --
Operating Officer 1996 -- -- -- -- --
Chris J. DeMarche.............. 1998 173,541 -- -- 100,000 --
Chief Technical Officer 1997 160,004 60,800 25,000 20,000 --
1996 106,666 38,215 -- 70,000 --
Carla Hamre Donelson........... 1998 173,541 -- -- 140,000 --
Vice President, General 1997 160,004 57,760 -- 20,000 --
Counsel and Secretary 1996 26,320 13,680 50,000 60,000 42,678
Peter B. Fritzinger............ 1998 173,541 -- -- 110,000 --
Chief Financial Officer 1997 89,443 31,287 -- 75,000 70,267
1996 -- -- -- -- --
</TABLE>
STOCK OPTIONS GRANTED IN 1998
The following table contains information concerning the grant of stock
options by Verio under Verio's stock option plans to the Named Executive
Officers in 1998.
Prior to the completion of Verio's initial public offering, all options
were granted at an exercise price per share equal to at least the fair market
value of the Common Stock on the date of grant, as determined by the Board at
that time. Subsequent to Verio's initial public offering, all options were
granted at an exercise price equal to the market price of the Common Stock on
the last trading day before the date of grant.
8
<PAGE> 10
The potential realizable value is calculated based on the fair market value
on the date of grant, which is equal to the exercise price of the options,
assuming that the stock appreciates in value from the date of grant compounded
annually until the end of the option term at the rate specified (5% or 10%) and
that the option is exercised and sold on the last day of the option term for the
appreciated stock price. Potential realizable value is net of the option
exercise price. The assumed rates of appreciation are specified in the rules and
regulations of the Securities and Exchange Commission and do not represent
Verio's estimate or projection of future stock price. Actual gains, if any,
resulting from stock option exercises and common stock holdings are dependent on
the future performance of the Common Stock and overall stock market conditions.
There can be no assurance that the amounts reflected in this table will be
achieved.
<TABLE>
<CAPTION>
PERCENT OF POTENTIAL REALIZABLE
TOTAL VALUE AT ASSUMED ANNUAL
NUMBER OF OPTIONS RATES OF STOCK PRICE
SECURITIES GRANTED TO APPRECIATION FOR OPTION
UNDERLYING EMPLOYEES IN EXERCISE TERM($)
OPTIONS FISCAL PRICE EXPIRATION -----------------------
NAME GRANTED(#) YEAR(%) ($/SHARE) DATE 5% 10%
---- ---------- ------------ --------- ------------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Justin L. Jaschke...... 200,000 3.6 13.50 Mar. 19, 2006 1,998,750 2,222,500
100,000 1.8 22.00 Dec. 16, 2006 149,375 261,250
Herbert R. Hribar...... 250,000 4.5 17.75 Jun. 23, 2006 1,435,937 1,715,625
100,000 1.8 22.00 Dec. 16, 2006 149,375 261,250
Chris J. DeMarche...... 40,000 0.7 13.50 Mar. 19, 2006 399,750 444,500
60,000 1.0 22.00 Dec. 16, 2006 89,625 156,750
Carla Hamre Donelson... .40,000 0.7 13.50 Mar. 19, 2006 399,750 444,500
100,000 1.8 22.00 Dec. 16, 2006 149,375 261,250
Peter B. Fritzinger.... 40,000 0.7 13.50 Mar. 19, 2006 399,750 444,500
70,000 1.2 22.00 Dec. 16, 2006 104,562 182,875
</TABLE>
FISCAL YEAR-END OPTION VALUES
The following table sets forth certain information with respect to the
Named Executive Officers regarding the stock options exercised during 1998. It
shows the aggregate number of unexercised options to purchase Common Stock
granted in all years and held by the Named Executive Officers as of December 31,
1998, and the value of unexercised in-the-money options (i.e., options that had
a positive spread between the exercise price and the fair market value of the
Common Stock) as of December 31, 1998. The value of unexercised options at
year-end is based on the December 31, 1998 closing price of $22.375 per share of
Common Stock as reported on the Nasdaq National Market.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING OPTIONS AT IN-THE-MONEY OPTIONS
SHARES FISCAL YEAR-END(#) AT FISCAL YEAR-END($)
ACQUIRED ON VALUE --------------------------- ---------------------------
NAME EXERCISE(#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Justin L. Jaschke...... -- -- 70,000 410,000 1,356,250 3,943,750
Herbert R. Hribar...... -- -- -- 350,000 -- 1,193,750
Chris J. DeMarche...... -- -- 41,334 148,666 750,844 1,191,250
Carla Hamre Donelson... -- -- 37,334 182,666 673,344 1,090,000
Peter B. Fritzinger.... -- -- 15,000 170,000 245,625 1,363,750
</TABLE>
EMPLOYMENT AGREEMENTS
As a general matter, Verio does not enter into employment agreements, and
has not entered into employment agreements with any of its officers. Rather, the
employment relationship with each officer is "at will." However, in connection
with the initial employment of each officer, Verio and the officer executed an
offer letter, in which the general compensation and benefits provided to the
officer are outlined, including base salary, targeted annual bonus, option
grants, employee benefits and severance. The compensation levels established in
such offer letters are subject to change from time to time, at the discretion of
the Compensation Committee. In connection with Mr. Hribar's initial employment,
Verio agreed to guarantee a minimum net
9
<PAGE> 11
equity value attributable to the options granted to Mr. Hribar on the
commencement of his employment and that vest and become exercisable at the
one-year anniversary of his initial employment (a total of 62,500 underlying
shares). The minimum net equity value fixed in Mr. Hribar's offer letter is $1
million. So long as he remains employed on that one-year anniversary date, if
the net equity value of those options on that date is less than $1 million, he
may elect to exercise this equity protection right for a period of 30 days
thereafter.
COMPENSATION PROTECTION AGREEMENTS
Verio has entered into compensation protection agreements with each of the
Named Executive Officers and certain additional officers of Verio. Each of the
compensation protection agreements contains substantially similar terms. The
compensation protection agreements are for a term of three years, subject to
automatic yearly extensions. In no event will the compensation protection
agreements terminate within 12 months of a change in control of Verio. "Change
in control" includes the following:
(a) An acquisition, other than directly from Verio, of any voting
securities of Verio by any person immediately after which such person has
beneficial ownership (as defined in the Exchange Act) of 40% or more of the
combined voting power of Verio's then outstanding voting securities. In
determining whether a change in control has occurred, voting securities
which are acquired in a "non-control acquisition," as defined in the
compensation protection agreements, do not constitute an acquisition which
would cause a change in control;
(b) The individuals who, as of the date the compensation protection
agreements were approved by the Board, are members of the Board, cease for
any reason to constitute at least a majority of the Board (subject to
certain provisos);
(c) Approval by stockholders of Verio of a merger, consolidation or
reorganization involving Verio, unless such merger, consolidation or
reorganization satisfies certain specified conditions;
(d) Any other merger, consolidation or reorganization that at least
two-thirds of the incumbent Board determines constitutes a change in
control; and
(e) If a protected officer's employment is terminated prior to a
change in control and the Board determines that such termination was at the
request of a third party who has indicated an intention or taken steps to
effect a change in control and who subsequently effectuates a change in
control, or occurred in connection with, or in anticipation of, a change in
control which actually occurs, then a change in control is considered to
have occurred with respect to that protected officer.
Upon termination within 12 months following a change in control, each
protected officer will receive the following compensation and benefits:
(1) If a protected officer's employment with Verio is terminated
within 12 months following a change in control by Verio for cause or by
reason of the protected officer's disability (as defined in the
compensation protection agreements), death or retirement, or by the
protected officer other than for good reason (as defined in the
compensation protection agreements), then Verio must pay to the protected
officer the accrued compensation due through the date of termination.
Accrued compensation includes base salary, reimbursement for reasonable and
necessary expenses incurred by the protected officer on behalf of Verio
during the period ending on the termination date, and vacation pay.
(2) If a protected officer's employment is terminated within 12 months
of a change in control for any other reason than specified above, the
protected officer will receive:
(A) his or her accrued compensation;
(B) a bonus amount equal to the product of a fraction, the
numerator of which is the number of days in Verio's fiscal year through
the termination date and the denominator of which is 365, and the bonus
amount, which will be the greater of 100% of the last annual incentive
payment paid or payable to the protected officer prior to the
termination date, and the protected officer's incentive target for the
fiscal year in which the change in control occurs;
10
<PAGE> 12
(C) an amount equal to two times the sum of the protected officer's
annual base salary in effect immediately prior to the change in control,
plus the bonus amount in (B). However, the amount paid to Mr. Jaschke
will be three times that sum;
(D) until the third anniversary of the termination date, the same
rights with respect to benefits provided by Verio, as were provided to
the protected officer as of the effective date of the compensation
protection agreement, or, if greater, at any time within 90 days
preceding the date of the change in control; and
(E) the immediate vesting and removal of all restrictions on any
outstanding incentive awards granted to the protected officer under
Verio's stock option and other stock incentive plans or arrangement.
The compensation protection agreements further provide that the protected
officers are not required to mitigate the amount of any payment by seeking
employment or otherwise. Protected officers may be entitled to additional
compensation or benefits in accordance with Verio's employee benefit plans and
other applicable programs, policies and practices then in effect. The
compensation protection agreements contain a "gross-up" provision pursuant to
which any severance payment, which would be subject to certain excise taxes
occurring as a result of a change in control, would include an additional
gross-up payment resulting in the protected officer retaining an additional
amount equal to these excise taxes.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
Notwithstanding anything to the contrary set forth in any of the Company's
previous filings under the Securities Act of 1933, as amended, or the Exchange
Act, that might incorporate future filings, including this Annual Report on Form
10-K/A, in whole or in part, the following report and the Performance Graph
which follows shall not be deemed to be incorporated by reference into any such
filings.
The Compensation Committee of the Company's Board of Directors, which is
comprised solely of independent, non-employee Board members, has the authority
and responsibility to establish the overall compensation strategy for the
Company, including salary and bonus levels, administer the Company's incentive
compensation and benefit plans, 401(k) plans, and stock option and purchase
plans, and review and make recommendations to the Board with respect to the
Company's executive compensation. Trygve Myhren, George Still and Arthur Cahoon
are the current members of the Compensation Committee.
COMPENSATION POLICY
The Company's overall compensation philosophy is to provide a competitive
compensation program that enables the Company to attract, reward, incent, and
retain highly capable executives and other employees who have the skills and
experience necessary to promote the short and long-term financial performance
and growth of the Company. The Company's compensation program is designed to
link the annual compensation received by its executives to the financial
performance of the Company and its achievement of annually established
Company-wide goals, and to provide them with long-term incentives, provided
principally in the form of stock options, thereby aligning their interests with
those of the Company's stockholders.
Compensation of the Company's executive officers consists of three
principal components, the amounts of which are established in order to provide,
in the aggregate, compensation that is comparable to that offered by similarly
situated companies: (1) a base salary; (2) an annual cash bonus opportunity that
is dependent on the achievement of Company-wide performance objectives
established annually by the Board; and (3) awards of stock options to provide a
long-term incentive that aligns management's interests with stockholders'
interests.
Salary. The base salaries of the Company's executive officers are initially
established, and thereafter periodically reviewed and adjusted, by the
Compensation Committee. When setting and adjusting base salary levels, in a
manner consistent with the Compensation Committee's policy outlined above, the
Committee takes into account competitive market conditions for executive
compensation, the Company's financial and
11
<PAGE> 13
stock price performance, historical compensation levels, internal comparability
considerations, and the performance of the individual executive officer.
Bonus. Each executive officer (as well as each employee of the Company
generally), is provided an annual cash bonus opportunity, that is typically a
targeted percentage of base salary. At the beginning of each year, the Board
establishes performance objectives for the year. The actual amount of the bonus
paid is determined at the end of the year based on the Company's actual
performance against those objectives. While the specific performance objectives
vary from year to year, the general approach in establishing the objectives is
to (1) foster a single company attitude across the Company's operations, (2)
emphasize the importance of teamwork and the interdependent efforts required for
success, (3) compensate for results more than efforts, and (4) provide fair,
objective and easily measurable performance parameters.
For the year ended December 31, 1998, the performance objectives included,
in addition to the attainment of certain key financial performance thresholds, a
number of specific events, such as the successful completion of the Company's
initial public offering (which occurred in May 1998). In evaluating the
Company's actual performance against the designated objectives for the year, the
Compensation Committee determined that the Company's overall achievements during
the year were considerable and highly effective in positioning the Company for
future continued growth and success. Nonetheless, the Committee determined that
the Company's actual performance against certain important financial criteria
had fallen short of the targeted level by an amount that warranted payment of
bonuses at a level less than the full targeted amount. The Committee
acknowledged that in large part this was attributable to factors that had arisen
during the course of the year after the performance objectives for the year had
been established, including the acceleration of certain integration efforts and
corresponding expenses, the incurrence of certain unanticipated one-time
expenses, and the costs associated with certain strategic transactions that were
undertaken during the year. The Committee further acknowledged that, as a result
of these various activities and expenses, the Company was considerably better
positioned as it entered the following year. As a result, the Committee
determined to pay out a percentage of the targeted bonuses to the employees of
the Company other than senior management. Based on conversations with senior
management, the Committee also decided not to pay cash bonuses to the executive
officers and other members of senior management, but rather to provide an
additional grant of stock options. A portion of these options were made subject
to an additional performance-based vesting term that requires that the Company
reach a targeted financial performance criteria for the third quarter of the
following year. The Board of Directors or the Compensation Committee in the
future will continue to establish performance criteria with respect to bonuses
paid to executive officers for any given fiscal year, which will vary based on
the operations, prospects and strategy of the Company at the time.
The Company agreed to pay certain bonuses to Mr. Hribar, who was retained
as the Company's President and Chief Operating Officer in July 1998, in
connection with his initial employment arrangements. Specifically, the Company
agreed to pay a "signing bonus" in the amount of $125,000, plus a gross up for
taxes. The aggregate amount of this payment was approximately $236,000. In
addition, the Company agreed that Mr. Hribar would receive a guaranteed
incentive bonus at the end of the year in the amount of $62,500, regardless of
the actual performance by the Company against its targeted performance
objectives for the year. Mr. Hribar has elected to defer the payment of that
guaranteed performance bonus until a later date.
Long-term Incentive Compensation. The Company believes that stock option
grants (1) align executive officer interests with stockholder interests by
creating a direct link between compensation and stockholder return, (2) give
executive officers a significant, long-term interest in the Company's success,
(3) provide each executive officer with a significant incentive to manage the
Company from the perspective of an owner with an equity stake in the business,
and (4) help retain key executive officers in a competitive market for executive
talent.
The 1998 Stock Incentive Plan authorizes the Board, or a committee thereof,
to grant stock options to employees, directors and consultants of the Company,
including the executive officers. Stock option grants generally are made to all
employees of the Company, including executive officers, at the time of initial
employment. Thereafter, additional grants may be made to individual employees,
including executive officers, from time to time, in order to continue to incent
retention and long-term performance. Additional options are
12
<PAGE> 14
not necessarily granted to each executive officer during each year, but rather
are made based on factors such as individual performance, the Company's overall
growth and financial performance, the number of unvested options held by the
individual at the time, and competitive factors. The relative weight given to
these various factors may vary from individual to individual, at the Committee's
discretion.
Under the 1998 Stock Incentive Plan, options granted to executive officers
vest as to 25% of the grant on the first anniversary of the date of grant with
the remaining options vesting, in equal increments, annually at the end of each
of the next three years (subject to acceleration upon the occurrence of certain
events, such as a change of control of the Company), and they expire eight years
from the date of grant. Prior to the adoption of the 1998 Stock Incentive Plan,
grants of options to the Company's employees, including the executive officers,
were made under the 1996 Stock Incentive Plan. Options granted under that plan
vest as to 20% of the grant on the first anniversary of the date of grant with
the remaining options vesting, in equal increments, annually at the end of each
of the next four years (subject to acceleration upon the occurrence of certain
events, such as a change of control of the Company), and they expire ten years
from the date of grant. Details on stock options granted to certain executive
officers in 1998 are provided in the table entitled "Stock Options Granted in
1998."
Compensation of Chief Executive Officer. The Committee established the base
salary of Mr. Jaschke, who has served as the Company's Chief Executive Officer
since the Company's formation in March 1996, with the objective of maintaining
the competitiveness of his base salary with salaries paid to similarly situated
chief executive officers. Typical of its policy with respect to base salaries
provided to employees generally, it was the Committee's intent to provide Mr.
Jaschke, through the base salary, with a level of stability and certainty each
year and not have this particular component of his compensation affected to any
significant degree by Company performance factors. Payment of Mr. Jaschke's
annual performance bonus is determined based on the same factors as those that
apply to all of the Company's employees. As described above, no performance
bonuses were paid to any of the executive officers, including Mr. Jaschke, in
respect of the 1998 year. Mr. Jaschke received grants of options to purchase a
total of 300,000 shares of the Company's stock during 1998.
Compensation Policy Regarding Deductibility. Section 162(m) of the Internal
Revenue Code, enacted in 1993, generally disallows a tax deduction to publicly
held companies for compensation exceeding $1 million paid to certain of the
corporation's executive officers. The limitation applies only to compensation
which is not considered to be performance-based. The non-performance based
compensation to be paid to the Company's executive officers in 1998 did not
exceed the $1 million limit per officer. The 1998 Stock Incentive Plan is
structured so that any compensation deemed paid to an executive officer in
connection with the exercise of option grants made under such plan will qualify
as performance-based compensation which will not be subject to the $1 million
limitation. The Compensation Committee currently intends to limit the dollar
amount of all other compensation payable to the Company's executive officers to
no more than $1 million. The Compensation Committee is aware of the limitations
imposed by Section 162(m), and the exemptions available therefrom, and will
address the issue of deductibility when and if circumstances warrant, and may
use such exemptions in addition to the exemption contemplated under the 1998
Stock Incentive Plan.
Submitted by the Compensation Committee:
James C. Allen
Trygve E. Myhren
Stephen W. Schovee
13
<PAGE> 15
STOCK PERFORMANCE GRAPH
The graph below compares the cumulative total stockholder return on the
Company's Common Stock with the cumulative total return on The Nasdaq Composite
Index and The Nasdaq Telecommunications Index. The period shown commences on May
12, 1998, the date that the Company's Common Stock was registered under Section
12 of the Exchange Act, and ends on December 31, 1998, the end of the Company's
last fiscal year. The graph assumes an investment of $100 on May 12, 1998, and
the reinvestment of any dividends.
The comparisons in the graph below are based upon historical data and are
not indicative of, nor intended to forecast, future performance of the Company's
Common Stock.
COMPARISON OF CUMULATIVE
TOTAL RETURN TO STOCKHOLDERS
MAY 12, 1998 TO DECEMBER 31, 1998
VERIO PERFORMANCE GRAPH
<TABLE>
<CAPTION>
NASDAQ NASDAQ
MEASUREMENT PERIOD COMPOSITE TELECOM
(FISCAL YEAR COVERED) VERIO INC. INDEX INDEX
<S> <C> <C> <C>
5/12/98 100 100 100
5/31/98 84.52 95.63 98.92
6/30/98 91.92 101.86 107.91
7/31/98 104.39 100.66 112.01
8/31/98 81.75 80.60 85.33
9/30/98 91.45 91.06 95.00
10/31/98 51.27 95.23 104.10
11/30/98 70.21 104.80 110.96
12/31/98 82.68 117.88 130.90
</TABLE>
14
<PAGE> 16
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table sets forth the beneficial ownership of Verio's Common
Stock, as of April 19, 1999, by:
(1) each stockholder known by Verio to own beneficially more than five
percent, in the aggregate, of Verio's Common Stock;
(2) each director of Verio who owns shares of Verio's Common Stock;
(3) the Named Executive Officers determined for the fiscal year ended
December 31, 1998 who own shares of Verio's Common Stock;
(4) all executive officers and directors of Verio as a group who own
shares of Verio's Common Stock; and
(5) the number of shares of Verio's Common Stock subject to options or
warrants owned by any of the above-mentioned persons that are currently
exercisable or exercisable within 60 days of April 19, 1999.
The beneficial ownership is calculated based on 36,990,259 total shares of
Common Stock outstanding as of April 19, 1999. In presenting the number of
shares beneficially owned by a person and the percentage ownership of that
person, shares of Common Stock subject to options or warrants owned by such
person that are currently exercisable or exercisable within 60 days of April 19,
1999 are deemed outstanding; provided, that such shares are not deemed
outstanding for the purpose of computing the percentage of ownership of any
other person. Except as indicated below and pursuant to applicable community
property laws, each of the persons named in this table has sole voting and
investment power with respect to the shares set forth opposite such person's
name.
The ownership percentage shown for NTT is higher than the maximum
percentage of fully diluted shares that NTT was permitted to purchase in NTT's
investment in Verio because the percentage of beneficial ownership following our
IPO reflected in this table is based on outstanding and not fully diluted
shares.
MCI WorldCom (formerly known as WorldCom) may be deemed to indirectly
beneficially own the shares owned by Brooks as a result of the acquisition of
Brooks by WorldCom, which resulted in Brooks becoming a wholly owned subsidiary
of MCI WorldCom.
Mr. Halstedt holds 1,258 shares of Verio's Common Stock personally. Mr.
Halstedt disclaims beneficial ownership of the options exercisable for 30,000
shares of Verio's Common Stock which were granted to him pursuant to the
Director Option Plan (of which options to purchase 10,000 shares will vest on
May 11, 1999); by contract with Centennial Holdings, Inc., of which he is an
officer and director, Mr. Halstedt is required to transfer any economic benefit
deriving from such options to Centennial Holdings, Inc.
The shares of Verio's Common Stock held by James C. Allen include 55,840
shares that he transferred to the James C. Allen Revocable Trust. In accordance
with the rules of the Exchange Act, Mr. Allen may be deemed to be the beneficial
owner of such shares.
On September 30, 1998, Mr. Myhren assigned to Myhren Media, Inc. ("Myhren
Media") the options exercisable for 30,000 shares of Verio's Common Stock which
were granted to him pursuant to the Director Option Plan (of which options
exercisable for 10,000 shares will vest on May 11, 1999). Mr. Myhren is the
President of Myhren Media and may be deemed to indirectly beneficially own these
options. Mr. Myhren disclaims beneficial ownership of these options.
Paul J. Salem holds 2,174 shares of Verio's Common Stock personally. The
sole general partner of Providence Equity Partners L.P. ("Providence") is
Providence Equity Partners LLC ("PEPLLC"). Mr. Salem is a member of PEPLLC and
may be deemed to indirectly beneficially own the shares owned by Providence. Mr.
Salem disclaims beneficial ownership of these shares. On October 9, 1998, Mr.
Salem assigned to Providence Equity Partners Inc. ("PEP") the options
exercisable for 30,000 shares of Verio's Common Stock which were granted to him
pursuant to the Director Option Plan (of which options exercisable for 10,000
shares will vest on May 11, 1999). Mr. Salem is Managing Director of PEP and may
be
15
<PAGE> 17
deemed to indirectly beneficially own these options. Mr. Salem disclaims
beneficial ownership of these options.
The shares of Verio's Common Stock held by Mr. Still include 41,047 shares
held of record by Still Family Partners. Mr. Still may be deemed to indirectly
beneficially own the shares held by Still Family Partners. On October 7, 1998,
Mr. Still assigned to Norwest Equity Partners V, L.P. the options exercisable
for 30,000 shares of Verio's Common Stock which were granted to him pursuant to
the Director Option Plan (of which options exercisable for 10,000 shares will
vest on May 11, 1999). The sole general partner of Norwest Equity Partners V,
L.P. is Itasca Partners V, LLP. George J. Still is Managing Partner of Itasca.
Mr. Still may be deemed to indirectly beneficially own the shares underlying
these options. Mr. Still disclaims beneficial ownership of these options.
The shares of Verio's Common Stock held by Arthur L. Cahoon do not include
the 21,892 shares held of record by Pam Fitch as Trustee of the Arthur Logan
Cahoon Grantor Retained Annuity Trust dated May 29, 1998. Mr. Cahoon may be
deemed to indirectly beneficially own the shares held by the Trust. Mr. Cahoon
disclaims beneficial ownership of these shares.
On September 11, 1998, Verio issued options to purchase 30,000 shares of
its Common Stock to Yukimasa Ito pursuant to the Director Option Plan. Mr. Ito
assigned these options to NTT Rocky, Inc. on October 14, 1998. Mr. Ito disclaims
beneficial ownership of these options. NTT Rocky, Inc. is affiliated with NTT,
and NTT may be deemed to indirectly beneficially own these options.
<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENTAGE EXERCISABLE
HOLDERS BENEFICIALLY OWNED BENEFICIALLY OWNED OPTIONS/WARRANTS
- ------- ------------------ ------------------ ----------------
<S> <C> <C> <C>
Nippon Telegraph and Telephone Corporation... 4,493,877 12.15% --
Global Communications Headquarters
Tokyo Opera City Tower
20-2 Nishi-Shinjuku 3-chome
Shinjuku-ku
Tokyo 163-14, Japan
Brooks Fiber Properties, Inc. ............... 3,769,133 10.19% 704,160
425 Woods Mill Road South
Suite 300
Town & Country, Missouri 63017
Providence Equity Partners, L.P. ............ 2,235,693 6.04% --
50 Kennedy Plaza
Providence, Rhode Island 02903
Steven C. Halstedt........................... 1,258 * --
Herbert R. Hribar............................ -- -- --
Justin L. Jaschke............................ 369,778 1.00% 190,000
James C. Allen............................... 65,840 * 10,000
Trygve E. Myhren............................. 30,000 * 20,000
Paul J. Salem................................ 2,174 * --
George J. Still, Jr. ........................ 100,771 * --
Arthur L. Cahoon............................. 520,419 1.39% 456,947
Yukimasa Ito................................. -- -- --
Chris J. DeMarche............................ 109,083 * 72,000
Carla Hamre Donelson......................... 72,015 * 54,000
Peter B. Fritzinger.......................... 42,772 * 25,000
All executive officers and directors as a 1,371,861 3.62% 871,947
group (13 persons).........................
</TABLE>
- ---------------
* Less than 1%
16
<PAGE> 18
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
TRANSACTIONS WITH DIRECTORS AND EXECUTIVE OFFICERS
In connection with Mr. Hribar's employment, Verio agreed to guarantee a
minimum net equity value attributable to the options granted to Mr. Hribar on
the commencement of his employment and that vest and become exercisable at the
one-year anniversary of his initial employment (a total of 62,500 underlying
shares). The minimum net equity value fixed in Mr. Hribar's offer letter is $1
million. So long as he remains employed on that one-year anniversary date, if
the net equity value of those options on that date is less tan $1 million, he
may elect to exercise this equity protection right for a period of 30 days
thereafter.
As a condition to the closing of the acquisition of Best Internet
Communications, Inc. (which does business as Hiway Technologies, Inc., and which
Verio refers to as "Hiway"), which occurred on January 5, 1999, all related
party indebtedness was to be repaid to Hiway on or prior to closing. However,
Verio agreed to waive the condition that Arthur L. Cahoon repay his indebtedness
to Hiway in the principal amount of $280,409 with interest at the then prime
rate.
OTHER TRANSACTIONS
Brooks. On March 18, 1998, in response to an offer by Brooks, Verio entered
into an agreement with Brooks pursuant to which Verio agreed to repurchase the
$50.0 million principal amount of the 13 1/2% Senior Notes due 2004 held by
Brooks for an aggregate net purchase price of approximately $54.5 million, plus
accrued interest. A portion of the proceeds from the sale of the 10 3/8% Senior
Notes due 2005 was used to effect the repurchase described above.
NTT. On May 15, 1998 (the settlement date in connection with Verio's
initial public offering), pursuant to a Stock Purchase and Master Strategic
Relationship Agreement, dated as of April 7, 1998, between Verio and NTT, NTT
purchased 4,493,877 shares of Verio's Common Stock for approximately $100.0
million. Verio granted NTT certain registration rights with respect to the
Common Stock it had acquired.
Verio also entered into an investment agreement with NTT on April 7, 1998,
providing for certain arrangements effective from and after the completion of
the NTT investment, some or all of which could have the effect of delaying,
deferring or preventing a change of control of Verio. In particular, so long as
NTT continues to hold at least 50% of the aggregate number of shares of Common
Stock acquired by it, Verio has agreed to appoint an individual designated by
NTT to the Board. The initial NTT designee, Yukimasa Ito, will serve for an
initial term ending as of the third annual stockholder meeting following the
closing of the initial public offering. Thereafter, for so long as NTT continues
to meet the share ownership requirement, Verio has agreed, subject to certain
exceptions, to nominate as a member of the Board at each subsequent election of
the applicable class of directors a person designated by NTT who will be subject
to election by Verio's stockholders.
In addition, NTT has agreed on behalf of itself and its affiliates to
certain "standstill" restrictions pursuant to which NTT and its affiliates may
only make open market or privately negotiated purchases of additional voting
securities, including the Common Stock, so long as the total holdings of NTT and
its affiliates do not exceed 17.5% of Verio's fully diluted Common Stock after
taking into account such acquisition. The "standstill" obligations terminate
five years after the completion of the NTT investment. NTT has also agreed,
among other things, that it will not (1) solicit proxies or participate in a
proxy solicitation or otherwise seek to influence voting with respect to Verio,
(2) call a stockholders meeting, or (3) make any announcement or proposal for a
tender offer that would result in NTT owning more than 17.5% of Verio's Common
Stock on a fully diluted basis. In addition, NTT has agreed that in connection
with any offer or agreement by a third party to acquire over 30% of the voting
power of Verio or over 50% of the assets or earning power of Verio, it will not
transfer any securities of Verio in connection with an acquisition proposal,
unless such acquisition proposal has been recommended by the Board or the Board
has not publicly recommended against such acquisition proposal within three
months of the public announcement or presentation to it of such acquisition
proposal.
17
<PAGE> 19
The NTT investment agreement also imposes certain limitations on NTT's
ability to dispose of the shares of Common Stock that it has acquired. Verio has
been granted rights of first offer and rights of first refusal in the event that
NTT proposes to sell some or all of the shares that it has acquired. The
specific terms of these rights vary depending upon the quantity of shares
proposed to be sold and other terms of the proposed sale. The NTT investment
agreement also precludes NTT from transferring Common Stock to certain parties
specified by Verio (which list may include no more than 15 specified parties at
any one time) that are or are likely to become our competitors or, subject to
certain conditions, to any person that as a result of such transfer would
beneficially own more than 10% of the Common Stock.
In connection with the NTT investment agreement, Verio and NTT also entered
into an outside service provider agreement, under which Verio was designated as
the preferred provider of Internet access and related services to customers of
NTT America on a reseller basis. In addition Verio and NTT agreed to connect
their backbones and establish a peering and transit relationship, and that Verio
would provide NTT America with full back-office and engineering support. NTT
America has agreed to pay Verio for Verio's services at predetermined rates
reflective of the strategic relationship between the parties, under which NTT is
entitled to "most favored customer" status and pricing concessions. Under the
outside service provider agreement, Verio agreed to continue to negotiate the
specific terms of these arrangements with NTT. Recently, Verio executed a
further strategic partner services agreement with NTT America describing the
details for implementing the specific technical and administrative aspects
arising under the outside service provider agreement. NTT America recently has
launched its branded Arcstar Internet service in the U.S., and will resell the
full range of Verio services under this brand. Under the NTT investment
agreement, NTT has designated three individuals to be employed by Verio in
corporate development, technical and marketing positions to assist in
implementing and carrying out the commercial relationship between Verio and NTT.
VIANet. In May 1998, Verio completed an additional equity investment in VIA
Internet, Inc. in which Verio purchased shares of VIANet's Series B Preferred
Stock for an aggregate purchase price of $8.0 million. As a result, Verio owns
an approximately 15% equity position in VIANet. Verio has no right to acquire
the remaining equity of VIANet. The Board has determined that its investment in
VIANet currently will be the primary component of its international expansion
strategy in the Internet access market in the near term. However, Verio also may
pursue direct investments in certain international markets where appropriate
opportunities exist. Verio believes that its indirect strategy through VIANet
currently is the most effective means to leverage its resources in pursuing
Internet access business internationally.
Mr. Jaschke serves as the Chairman of the board of directors of VIANet and
Mr. Halstedt is a member of VIANet's board of directors.
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<PAGE> 20
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 on
Form 10-K/A to be signed on its behalf by the undersigned, thereunto duly
authorized.
VERIO INC.
By: /s/ JUSTIN L. JASCHKE
----------------------------------
Justin L. Jaschke
Chief Executive Officer (Principal
Executive Officer)
Date: April 30, 1999
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Amendment No. 1 on Form 10-K/A has been signed below by the following persons on
behalf of the Registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ STEVEN C. HALSTEDT Chairman of the Board April 30, 1999
- -----------------------------------------------------
Steven C. Halstedt
/s/ JUSTIN L. JASCHKE Chief Executive Officer and April 30, 1999
- ----------------------------------------------------- Director (Principal Executive
Justin L. Jaschke Officer)
/s/ HERBERT R. HRIBAR President, Chief Operating Officer April 30, 1999
- ----------------------------------------------------- and Director
Herbert R. Hribar
/s/ JAMES C. ALLEN Director April 30, 1999
- -----------------------------------------------------
James C. Allen
/s/ TRYGVE E. MYHREN Director April 30, 1999
- -----------------------------------------------------
Trygve E. Myhren
/s/ PAUL J. SALEM Director April 30, 1999
- -----------------------------------------------------
Paul J. Salem
/s/ GEORGE J. STILL Director April 30, 1999
- -----------------------------------------------------
George J. Still
/s/ YUKIMASA ITO Director April 30, 1999
- -----------------------------------------------------
Yukimasa Ito
/s/ ARTHUR L. CAHOON Director April 30, 1999
- -----------------------------------------------------
Arthur L. Cahoon
/s/ PETER B. FRITZINGER Chief Financial Officer (Principal April 30, 1999
- ----------------------------------------------------- Accounting Officer)
Peter B. Fritzinger
</TABLE>
19
